Document and Entity Information
Document and Entity Information shares in Millions | 6 Months Ended |
Jun. 30, 2019shares | |
Cover page. | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Jun. 30, 2019 |
Document Transition Report | false |
Entity File Number | 001-37470 |
Entity Registrant Name | TransUnion |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 61-1678417 |
Entity Address, Address Line One | 555 West Adams, |
Entity Address, City or Town | Chicago, |
Entity Address, State or Province | IL |
Entity Address, Postal Zip Code | 60661 |
City Area Code | 312 |
Local Phone Number | 985-2000 |
Title of 12(b) Security | Common Stock, |
Trading Symbol | TRU |
Security Exchange Name | NYSE |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 187.8 |
Amendment Flag | false |
Document Fiscal Year Focus | 2019 |
Document Fiscal Period Focus | Q2 |
Entity Central Index Key | 0001552033 |
Current Fiscal Year End Date | --12-31 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 194.7 | $ 187.4 |
Trade accounts receivable, net of allowance of $16.3 and $13.5 | 489.2 | 456.8 |
Other current assets | 185.7 | 136.5 |
Current assets of discontinued operations | 0 | 60.8 |
Total current assets | 869.6 | 841.5 |
Property, plant and equipment, net of accumulated depreciation and amortization of $410.6 and $366.2 | 215.1 | 220.3 |
Goodwill | 3,352.5 | 3,293.6 |
Other intangibles, net of accumulated amortization of $1,347.0 and $1,206.7 | 2,449.4 | 2,548.1 |
Other assets | 240.7 | 136.3 |
Total assets | 7,127.3 | 7,039.8 |
Current liabilities: | ||
Trade accounts payable | 178.7 | 169.9 |
Short-term debt and current portion of long-term debt | 86.4 | 71.7 |
Other current liabilities | 310.6 | 284.1 |
Current liabilities of discontinued operations | 0 | 22.8 |
Total current liabilities | 575.7 | 548.5 |
Long-term debt | 3,831.5 | 3,976.4 |
Deferred taxes | 461.3 | 478 |
Other liabilities | 150.3 | 54.7 |
Total liabilities | 5,018.8 | 5,057.6 |
Stockholders’ equity: | ||
Common stock, $0.01 par value; 1.0 billion shares authorized at June 30, 2019 and December 31, 2018, 192.6 million and 190.0 million shares issued at June 30, 2019 and December 31, 2018, respectively, and 187.8 million shares and 185.7 million shares outstanding as of June 30, 2019 and December 31, 2018, respectively | 1.9 | 1.9 |
Additional paid-in capital | 1,976.4 | 1,947.3 |
Treasury stock at cost; 4.8 million and 4.2 million shares at June 30, 2019 and December 31, 2018, respectively | (177.1) | (139.9) |
Retained earnings | 506.1 | 363.1 |
Accumulated other comprehensive loss | (296.2) | (282.7) |
Total TransUnion stockholders’ equity | 2,011.1 | 1,889.7 |
Noncontrolling interests | 97.4 | 92.5 |
Total stockholders’ equity | 2,108.5 | 1,982.2 |
Total liabilities and stockholders’ equity | $ 7,127.3 | $ 7,039.8 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Millions, $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Trade accounts receivable, allowance | $ 16.3 | $ 13.5 |
Property, plant and equipment, accumulated depreciation and amortization | 410.6 | 366.2 |
Other intangibles, net of accumulated amortization | $ 1,347 | $ 1,206.7 |
Common Stock, Par Value | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 1,000 | 1,000 |
Common Stock, Shares, Issued | 192.6 | 190 |
Common Stock, Shares, Outstanding | 187.8 | 185.7 |
Treasury Stock, Shares | 4.8 | 4.2 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenue | $ 661.9 | $ 563.1 | $ 1,281.2 | $ 1,100.5 |
Operating expenses | ||||
Cost of services (exclusive of depreciation and amortization below) | 216.2 | 189.1 | 424.3 | 371.4 |
Selling, general and administrative | 196.7 | 171.6 | 392.4 | 334.9 |
Depreciation and amortization | 89.2 | 68 | 182.7 | 134.6 |
Total operating expenses | 502.2 | 428.7 | 999.4 | 840.9 |
Operating income | 159.7 | 134.4 | 281.8 | 259.6 |
Non-operating income and (expense) | ||||
Interest expense | (45.2) | (25.9) | (90.2) | (48.5) |
Interest income | 1.8 | 1.4 | 3.3 | 2.1 |
Earnings from equity method investments | 3.3 | 2.9 | 7.1 | 5.2 |
Other income and (expense), net | 26.7 | (39.7) | 19.9 | (42.3) |
Total non-operating income and (expense) | (13.4) | (61.3) | (59.9) | (83.5) |
Income from continuing operations before income taxes | 146.3 | 73.1 | 221.8 | 176.1 |
Provision for income taxes | (39.4) | (15.8) | (39.9) | (43.5) |
Income from continuing operations | 107 | 57.3 | 181.9 | 132.6 |
Discontinued operations, net of tax | (3) | 0 | (4.6) | 0 |
Net income | 104 | 57.3 | 177.3 | 132.6 |
Less: net income attributable to the noncontrolling interests | (2.5) | (2.3) | (4.9) | (4.5) |
Net income attributable to TransUnion | 101.5 | 55 | 172.4 | 128.1 |
Net Income | ||||
Income from continuing operations | 107 | 57.3 | 181.9 | 132.6 |
Less: income from continuing operations attributable to noncontrolling interests | (2.5) | (2.3) | (4.9) | (4.5) |
Income from continuing operations attributable to common stockholders | 104.5 | 55 | 177 | 128.2 |
Discontinued operations, net of tax | (3) | 0 | (4.6) | 0 |
Net income attributable to TransUnion | $ 101.5 | $ 55 | $ 172.4 | $ 128.1 |
Basic earnings per common share from: | ||||
Income from continuing operations attributable to TransUnion common stockholders, Basic | $ 0.56 | $ 0.30 | $ 0.95 | $ 0.70 |
Discontinued operations, net of tax, Basic | (0.02) | 0 | (0.02) | 0 |
Net Income attributable to TransUnion common stockholders, Basic | 0.54 | 0.30 | 0.92 | 0.70 |
Diluted earnings per common share from: | ||||
Income from continuing operations attributable to TransUnion common stockholders, Diluted | 0.55 | 0.29 | 0.93 | 0.67 |
Discontinued operations, net of tax, Diluted | (0.02) | 0 | (0.02) | 0 |
Net Income attributable to TransUnion common stockholders, Diluted | $ 0.53 | $ 0.29 | $ 0.90 | $ 0.67 |
Weighted Average Number of Shares Outstanding, Basic | 187.5 | 184.3 | 187.1 | 184 |
Weighted Average Number of Shares Outstanding, Diluted | 191.3 | 190.8 | 191.2 | 190.5 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Net income | $ 104 | $ 57.3 | $ 177.3 | $ 132.6 |
Foreign currency translation: | ||||
Foreign currency translation adjustment | (42.5) | (80.9) | 23.9 | (65.9) |
(Expense) benefit for income taxes | (0.1) | 0.7 | (0.3) | 0.1 |
Foreign currency translation, net | (42.6) | (80.2) | 23.6 | (65.8) |
Hedge instruments: | ||||
Hedge instruments Net change on interest rate cap | (7.1) | 4.2 | (11.7) | 14.1 |
Hedge instruments: Net change on interest rate swap | (24.3) | 0 | (38.1) | 0 |
Hedge instruments: Cumulative effect of adopting ASU 2017-12 | 0 | 0 | 1 | 0 |
Hedge instruments: Expense for income taxes | 7.9 | (1) | 12.4 | (3.5) |
Hedge instruments, net | (23.5) | 3.2 | (36.4) | 10.6 |
Available-for-sale debt securities: | ||||
Available-for-sale debt securities: Net unrealized loss | 0 | (0.1) | 0 | (0.1) |
Available-for-sale debt securities: Benefit for income taxes | 0 | 0 | 0 | 0 |
Available-for-sale debt securities, net | 0 | (0.1) | 0 | (0.1) |
Total other comprehensive income (loss), net of tax | (66.1) | (77.1) | (12.8) | (55.3) |
Comprehensive income | 37.9 | (19.8) | 164.5 | 77.3 |
Less: comprehensive income attributable to noncontrolling interests | (3.2) | 0.9 | (5.7) | (1.4) |
Comprehensive income (loss) attributable to TransUnion | $ 34.7 | $ (18.9) | $ 158.8 | $ 75.9 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 177.3 | $ 132.6 |
Discontinued operations, net of tax | 4.6 | 0 |
Income from continuing operations | 181.9 | 132.6 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 182.7 | 134.6 |
Loss on debt financing transactions | 0.8 | 11.9 |
Amortization and (gain) loss on fair value of hedge instrument | 0 | (0.7) |
Net (gain) impairment from adjustments to the carrying value of investments in nonconsolidated affiliates | (22.6) | 1.4 |
Equity in net income of affiliates, net of dividends | 1.4 | (0.2) |
Deferred taxes | 0.1 | (8.9) |
Amortization of discount and deferred financing fees | 3.2 | 1.6 |
Stock-based compensation | 16.6 | 21.3 |
Payment of contingent obligation | (0.4) | 0 |
Provision for losses on trade accounts receivable | 5.6 | 3.4 |
Other | 1.2 | 1.8 |
Changes in assets and liabilities: | ||
Trade accounts receivable | (32.6) | (46.6) |
Other current and long-term assets | (34.8) | (17.4) |
Trade accounts payable | 6.1 | 25.9 |
Other current and long-term liabilities | (0.9) | (30.2) |
Cash provided by operating activities of continuing operations | 308.3 | 230.5 |
Cash used in operating activities of discontinued operations | (7.3) | 0 |
Cash provided by operating activities | 301 | 230.5 |
Cash flows from investing activities: | ||
Capital expenditures | (88) | (70.4) |
Proceeds from sale of trading securities | 3.3 | 1.8 |
Purchases of trading securities | (1.7) | (1.8) |
Proceeds from sale of other investments | 10.5 | 4.5 |
Purchases of other investments | (19.8) | (14.1) |
Acquisitions and purchases of noncontrolling interests, net of cash acquired | (45.9) | (1,801.2) |
Proceeds from disposals of discontinued operations, net of cash on hand | 40.3 | (0.5) |
Other | (6.5) | 0 |
Cash used in investing activities | (107.8) | (1,881.7) |
Cash flows from financing activities: | ||
Proceeds from Senior Secured Term Loan B-4 | 0 | 1,000 |
Proceeds from Senior Secured Term Loan A-2 | 0 | 800 |
Proceeds from senior secured revolving line of credit | 0 | 125 |
Payments of senior secured revolving line of credit | 0 | (135) |
Repayments of debt | (133.9) | (24.2) |
Debt financing fees | 0 | (33.6) |
Proceeds from issuance of common stock and exercise of stock options | 12.8 | 14.1 |
Dividends to shareholders | (28.5) | (13.8) |
Distributions to noncontrolling interests | (0.8) | (0.1) |
Employee taxes paid on restricted stock units recorded as treasury stock | (36.9) | (0.5) |
Cash (used in) provided by financing activities | (187.3) | 1,731.9 |
Effect of exchange rate changes on cash and cash equivalents | 1.4 | (4.2) |
Net change in cash and cash equivalents | 7.3 | 76.5 |
Cash and cash equivalents, beginning of period | 187.4 | 115.8 |
Cash and cash equivalents, end of period | $ 194.7 | $ 192.3 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Paid-In Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Total |
Balance (in shares) at Dec. 31, 2017 | 183.2 | |||||||
Balance at Dec. 31, 2017 | $ 1.9 | $ 1,863.5 | $ (138.8) | $ 137.4 | $ (135.3) | $ 95.9 | $ 1,824.6 | |
Net Income (Loss) Attributable to Parent | 73.1 | |||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 2.3 | |||||||
Net income (loss) | 75.4 | |||||||
Other comprehensive income | 21.7 | 0.1 | 21.8 | |||||
Stock-based compensation | 8.9 | 8.9 | ||||||
Employee share purchase plan | 0.1 | |||||||
Employee share purchase plan | $ 0 | 4.8 | 4.8 | |||||
Exercise of stock options | 0.7 | |||||||
Exercise of stock options | $ 0 | 5.3 | 5.3 | |||||
Treasury stock purchased | 0 | |||||||
Treasury stock purchased | (0.4) | (0.4) | ||||||
Balance (in shares) at Mar. 31, 2018 | 184 | |||||||
Balance at Mar. 31, 2018 | $ 1.9 | 1,882.5 | (139.2) | 202.3 | (113.6) | 98.2 | 1,932.1 | |
Balance (in shares) at Dec. 31, 2017 | 183.2 | |||||||
Balance at Dec. 31, 2017 | $ 1.9 | 1,863.5 | (138.8) | 137.4 | (135.3) | 95.9 | 1,824.6 | |
Net Income (Loss) Attributable to Parent | $ 128.1 | |||||||
Net income (loss) | 132.6 | |||||||
Other comprehensive income | (55.3) | |||||||
Balance (in shares) at Jun. 30, 2018 | 184.7 | |||||||
Balance at Jun. 30, 2018 | $ 1.9 | 1,898.7 | (139.3) | 243.2 | (187.5) | 97.3 | 1,914.3 | |
Cumulative Effect of New Accounting Principle in Period of Adoption | Accounting Standards Update 2014-09 [Member] | (6) | (0.1) | (6.1) | |||||
Cumulative Effect of New Accounting Principle in Period of Adoption | Accounting Standards Update 2016-16 [Member] | (2.2) | (2.2) | ||||||
Balance (in shares) at Mar. 31, 2018 | 184 | |||||||
Balance at Mar. 31, 2018 | $ 1.9 | 1,882.5 | (139.2) | 202.3 | (113.6) | 98.2 | 1,932.1 | |
Net Income (Loss) Attributable to Parent | 55 | 55 | ||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 2.3 | |||||||
Net income (loss) | 57.3 | 57.3 | ||||||
Other comprehensive income | (77.1) | (73.9) | (3.2) | (77.1) | ||||
Distributions to noncontrolling interests | (0.1) | (0.1) | ||||||
Noncontrolling interests of acquired businesses | 0.1 | 0.1 | ||||||
Stock-based compensation | 11.5 | 11.5 | ||||||
Exercise of stock options | 0.7 | |||||||
Exercise of stock options | $ 0 | 4.7 | 4.7 | |||||
Treasury stock purchased | 0 | |||||||
Treasury stock purchased | (0.1) | (0.1) | ||||||
Dividends to shareholders | (14.1) | (14.1) | ||||||
Balance (in shares) at Jun. 30, 2018 | 184.7 | |||||||
Balance at Jun. 30, 2018 | $ 1.9 | 1,898.7 | (139.3) | 243.2 | (187.5) | 97.3 | 1,914.3 | |
Balance (in shares) at Dec. 31, 2018 | 185.7 | |||||||
Balance at Dec. 31, 2018 | 1,982.2 | $ 1.9 | 1,947.3 | (139.9) | 363.1 | (282.7) | 92.5 | 1,982.2 |
Net Income (Loss) Attributable to Parent | 70.9 | |||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 2.4 | |||||||
Net income (loss) | 73.4 | |||||||
Other comprehensive income | 0 | 53.2 | 0.1 | 53.3 | ||||
Stock-based compensation | 9.2 | 9.2 | ||||||
Employee share purchase plan | 0.1 | |||||||
Employee share purchase plan | $ 0 | 6.9 | 6.9 | |||||
Exercise of stock options | 0.5 | |||||||
Exercise of stock options | $ 0 | 4.2 | 4.2 | |||||
Vesting of restricted stock units | 1.6 | |||||||
Treasury stock purchased | (0.6) | |||||||
Treasury stock purchased | (37.1) | (37.1) | ||||||
Dividends to shareholders | (14.2) | (14.2) | ||||||
Balance (in shares) at Mar. 31, 2019 | 187.3 | |||||||
Balance at Mar. 31, 2019 | $ 1.9 | 1,967.6 | (177) | 418.8 | (229.4) | 95 | 2,076.9 | |
Balance (in shares) at Dec. 31, 2018 | 185.7 | |||||||
Balance at Dec. 31, 2018 | 1,982.2 | $ 1.9 | 1,947.3 | (139.9) | 363.1 | (282.7) | 92.5 | 1,982.2 |
Net Income (Loss) Attributable to Parent | 172.4 | |||||||
Net income (loss) | 177.3 | |||||||
Other comprehensive income | (12.8) | |||||||
Balance (in shares) at Jun. 30, 2019 | 187.8 | |||||||
Balance at Jun. 30, 2019 | 2,108.5 | $ 1.9 | 1,976.4 | (177.1) | 506.1 | (296.2) | 97.4 | 2,108.5 |
Cumulative Effect of New Accounting Principle in Period of Adoption | Accounting Standards Update 2017-12 [Member] | (1) | (1) | ||||||
Balance (in shares) at Mar. 31, 2019 | 187.3 | |||||||
Balance at Mar. 31, 2019 | $ 1.9 | 1,967.6 | (177) | 418.8 | (229.4) | 95 | 2,076.9 | |
Net Income (Loss) Attributable to Parent | 101.5 | 101.5 | ||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 2.5 | |||||||
Net income (loss) | 104 | 104 | ||||||
Other comprehensive income | (66.1) | (66.8) | 0.7 | (66.1) | ||||
Distributions to noncontrolling interests | (0.8) | (0.8) | ||||||
Stock-based compensation | 6.1 | 6.1 | ||||||
Exercise of stock options | 0.5 | |||||||
Exercise of stock options | $ 0 | 2.7 | 2.7 | |||||
Treasury stock purchased | 0 | |||||||
Treasury stock purchased | (0.1) | (0.1) | ||||||
Dividends to shareholders | (14.2) | (14.2) | ||||||
Balance (in shares) at Jun. 30, 2019 | 187.8 | |||||||
Balance at Jun. 30, 2019 | $ 2,108.5 | $ 1.9 | $ 1,976.4 | $ (177.1) | $ 506.1 | $ (296.2) | $ 97.4 | $ 2,108.5 |
Significant Accounting and Repo
Significant Accounting and Reporting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting and Reporting Policies | Significant Accounting and Reporting Policies Basis of Presentation Unless the context indicates otherwise, any reference in this report to the “Company,” “we,” “our,” “us,” and “its” refers to TransUnion and its consolidated subsidiaries, collectively. The accompanying unaudited consolidated financial statements of TransUnion and subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair presentation have been included. All significant intercompany transactions and balances have been eliminated. The operating results of TransUnion for the periods presented are not necessarily indicative of the results that may be expected for the full year ending December 31, 2019 . These unaudited consolidated financial statements should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 , filed with the Securities and Exchange Commission (“SEC”) on February 14, 2019. Subsequent Events Events and transactions occurring through the date of issuance of the financial statements have been evaluated by management and, when appropriate, recognized or disclosed in the financial statements or notes to the consolidated financial statements. See Note 16, "Subsequent Event," for additional information. Principles of Consolidation The consolidated financial statements of TransUnion include the accounts of TransUnion and all of its controlled subsidiaries. Investments in nonmarketable unconsolidated entities in which the Company is able to exercise significant influence are accounted for using the equity method. Investments in nonmarketable unconsolidated entities in which the Company is not able to exercise significant influence, our “Cost Method Investments,” are accounted for at our initial cost, minus any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Recently Adopted Accounting Pronouncements On February 25, 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . During 2018 and 2019, the FASB issued additional guidance related to the new standard. This series of comprehensive guidance, among other things, requires us to record the discounted present value of all future lease payments as a liability on our balance sheet, as well as a corresponding “right-of-use” (“ROU”) asset, which is an asset that represents the right to use or control the use of a specified asset for the lease term, for all long-term leases. Under the new standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. We have adopted this guidance effective January 1, 2019, on a modified retrospective basis, as of the beginning of the period adopted, including the package of practical expedients available per paragraph 842-10-65-1(f). On March 31, 2019, and on each reporting date thereafter, we recognize an operating lease liability and offsetting ROU asset on our Consolidated Balance Sheet, with no other impact to our Consolidated Financial Statements. See Note 5, “Other Assets,” Note 7 “Other Current Liabilities,” Note 8, “Other Liabilities” and Note 10, “Leases” for additional information and the new required disclosures. On August 28, 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The new standard is intended to improve and simplify accounting rules around hedge accounting. The guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods therein. The new guidance eliminates the requirement to separately measure and report hedge ineffectiveness. For our cash flow hedges, this means that the entire change in the fair value of the hedging instrument included in the assessment of hedge effectiveness is now recorded in other comprehensive income, and reclassified to earnings in the same income statement line item that is used to present the earnings effect of the hedged item when the hedged item affects earnings. We have adopted this ASU and related amendments effective January 1, 2019, and have applied the modified retrospective transition method that allows for a cumulative-effect adjustment to reclassify cumulative ineffectiveness previously recorded in other comprehensive income to retained earnings in the period of adoption. The adjustment was not material to our consolidated financial statements. On February 14, 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. These amendments provide an option to reclassify stranded tax effects within accumulated other comprehensive income to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (the “Act”) is recorded. This guidance is effective for fiscal years beginning after December 15, 2018, and interim periods therein. We have elected to not reclassify the stranded tax effects within accumulated other comprehensive income to retained earnings and therefore there is no impact on our consolidated financial statements. On August 27, 2018, the FASB issued ASU 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify the disclosure requirements in Topic 820 by removing, adding or modifying certain fair value measurement disclosures. This guidance is effective for fiscal years beginning after December 15, 2018, and interim periods therein. This new guidance only impacts our future disclosures, with no impact to our current disclosures. Recent Accounting Pronouncements Not Yet Adopted On June 16, 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. In addition, these amendments require the measurement of all expected credit losses for financial assets, including trade accounts receivable, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This guidance is effective for annual reporting periods beginning after December 15, 2019, including interim periods therein. We are currently assessing the impact this guidance will have on our consolidated financial statements. |
Business Acquisitions
Business Acquisitions | 6 Months Ended |
Jun. 30, 2019 | |
Business Acquisition [Line Items] | |
Business Combination Disclosure | Business Acquisitions Callcredit Acquisition On June 19, 2018 , we acquired 100% of the equity of Callcredit Information Group, Ltd. (“Callcredit”) for $1,408.2 million in cash, funded primarily by additional borrowings against our Senior Secured Credit Facility. See Note 9, “Debt,” for additional information about our Senior Secured Credit Facility. There was no contingent consideration resulting from this transaction. Callcredit, founded in 2000, is a United Kingdom-based information solutions company that, like TransUnion, provides data, analytics and technology solutions to help businesses and consumers make informed decisions. International expansion is a key growth strategy for TransUnion, and we expect to leverage strong synergies across TransUnion’s and Callcredit’s business models and solutions. Callcredit’s 2018 revenue and operating income since the date of acquisition for the three and six months ended June 30, 2018, are included as part of the International segment in the accompanying consolidated statements of income and are not material. For the six months ended June 30, 2018, on a pro-forma basis assuming the transaction occurred on January 1, 2017, combined pro-forma revenue of TransUnion and Callcredit was $1,188.2 million and combined pro-forma net income from continuing operations was $118.8 million . For the six months ended June 30, 2018, combined pro-forma net income from continuing operations was adjusted to exclude $18.2 million of acquisition-related costs and $9.4 million of financing costs expensed in 2018. We identified and categorized certain operations of Callcredit that we do not consider core to our business as discontinued operations of our International segment as of the date of acquisition. These discontinued operations consist of businesses that do not align with our stated strategic objectives. As of June 30, 2019 , we have disposed of all of these businesses and do not expect to have a significant continuing involvement with any of these operations. At December 31, 2018 , we categorized the assets and liabilities of these discontinued operations on separate lines on the face of our balance sheet and reflect them as of the date of acquisition as discontinued operations in the table below. Purchase Price Allocation The final allocation of the purchase price, including our estimate of the fair values of the identifiable assets and goodwill, to the assets acquired and liabilities assumed on the date of acquisition, consisted of the following: (in millions) Fair Value Trade accounts receivable $ 20.8 Property and equipment 3.2 Goodwill (1) 757.1 Identifiable intangible assets 720.1 All other assets 55.0 Assets of discontinued operations (2) 57.1 Total assets acquired 1,613.3 All other liabilities (185.5 ) Liabilities of discontinued operations (2) (19.6 ) Net assets of the acquired company $ 1,408.2 (1) For tax purposes, none of the goodwill is tax deductible. (2) We have categorized certain businesses of Callcredit as discontinued operations in our consolidated financial statements. As of June 30, 2019 , we have disposed of all of these businesses. We recorded the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed as goodwill in a new reportable unit in our International segment. The purchase price of Callcredit exceeded the preliminary fair value of the net assets acquired primarily due to growth opportunities, the assembled workforce, synergies associated with internal use software and other technological and operational efficiencies. Identifiable Amortizable Intangible Assets The fair values of the amortizable intangible assets acquired consisted of the following: (in millions) Estimated Useful Life Fair Value Database and credit files 15 years $ 502.0 Customer relationships 15 years 155.0 Technology and software 5 years 62.4 Trademarks 2 years 0.7 Total identifiable assets $ 720.1 We estimate the weighted-average useful life of the identifiable intangible assets to be approximately 14.1 years , resulting in approximately $51.0 million of annual amortization. Acquisition Costs As of June 30, 2019 , we have incurred approximately $20.4 million of acquisition-related costs, including $19.9 million incurred in prior years. These costs include investment banker fees, legal fees, due diligence and other external costs that we have recorded in other income and expense. We may incur additional acquisition-related costs, including legal fees, valuation fees and other professional fees in the next several quarters that we will record in other income and expense. Other Acquisitions During the second quarter of 2018, we acquired 100% of the equity of iovation, Inc. (“iovation”) and Healthcare Payment Specialists, LLC (“HPS”). During the fourth quarter of 2018, we acquired 100% of the equity of Rubixis, Inc (“Rubixis”) . During the second quarter of 2019, we acquired 100% of the equity of TruSignal, Inc. (“TruSignal”) . iovation is a provider of advanced device identity and consumer authentication services that helps businesses and consumers safely transact in a digital world. HPS provides expertise and technology solutions to help medical care providers maximize Medicare reimbursements. Rubixis is an innovative healthcare revenue cycle solutions company that helps providers maximize reimbursement from insurance payers . TruSignal is an innovative leader in people-based marketing technology for Fortune 500 brands, agencies, platforms, publishers and data owners . The results of operations of iovation, HPS, Rubixis, and TruSignal, which are not material to our consolidated financial statements, have been included as part of our U.S. Markets segment (formerly U.S. Information Services) in our consolidated statements of income since the date of the acquisition. We finalized the purchase accounting for iovation and HPS during the second quarter of 2019. The final allocation of the purchase price for these two entities resulted in $230.2 million of goodwill and $208.5 million of amortizable intangible assets recorded in addition to what we recorded for Callcredit as discussed above. The weighted-average useful lives of the amortizable intangible assets are approximately 10.6 years , resulting in approximately $19.7 million of annual amortization. |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value The following table summarizes financial instruments measured at fair value, on a recurring basis, as of June 30, 2019 : (in millions) Total Level 1 Level 2 Level 3 Assets Trading securities $ 12.0 $ 9.7 $ 2.3 $ — Available-for-sale debt securities 3.0 — 3.0 — Interest rate caps 2.2 — 2.2 — Total $ 17.2 $ 9.7 $ 7.5 $ — Liabilities Interest rate swaps $ (48.9 ) $ — $ (48.9 ) $ — Contingent consideration (7.6 ) — — (7.6 ) Total $ (56.5 ) $ — $ (48.9 ) $ (7.6 ) Level 1 instruments consist of exchange-traded mutual funds. Exchange-traded mutual funds are trading securities valued at their current market prices. These securities relate to the nonqualified deferred compensation plan held in trust for the benefit of plan participants. Level 2 instruments consist of pooled separate accounts, foreign exchange-traded corporate bonds and interest rate caps and swaps. Pooled separate accounts are designated as trading securities valued at net asset values. These securities relate to the nonqualified deferred compensation plan held in trust for the benefit of plan participants. Foreign exchange-traded corporate bonds are available-for-sale debt securities valued at their current quoted prices. These securities mature between 2027 and 2033. The interest rate caps and swaps fair values are determined using the market standard methodology of discounting the future expected net cash flows that would occur if variable interest rates rise above the strike rate of the caps and swaps, taking into consideration the cash payments related to financing the premium of the interest rate caps. The variable interest rates used in the calculation of projected receipts on the caps are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. See Note 9, “Debt,” for additional information regarding interest rate caps and swaps. All unrealized gains and losses on trading securities are included in net income, while unrealized gains and losses on available-for-sale debt securities are included in other comprehensive income. There were no other-than-temporary gains or losses on available-for-sale debt securities and there were no significant realized or unrealized gains or losses on any of our securities for any of the periods presented. Level 3 instruments consist of contingent obligations related to companies we have acquired with remaining maximum payouts totaling $11.3 million . These obligations are contingent upon meeting certain quantitative or qualitative performance metrics through 2019, and are included in other current liabilities on our balance sheet. The fair values of the obligations are determined based on an income approach, using our expectations of the future expected earnings of the acquired entities. We assess the fair value of these obligations each reporting period with any changes reflected as gains or losses in selling, general and administrative expenses in the consolidated statements of income. During the three months ended June 30, 2019, we recorded a gain of $0.9 million as a result of changes to the fair value of these obligations. During the six months ended June 30, 2019, there were no significant gains or losses as a result of changes to the fair value of these obligations. |
Other Current Assets
Other Current Assets | 6 Months Ended |
Jun. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other Current Assets Other current assets consisted of the following: (in millions) June 30, December 31, 2018 Prepaid expenses $ 89.5 $ 77.1 Other investments 43.9 23.6 Income taxes receivable 17.9 5.5 Other receivable 14.8 14.3 Marketable securities 3.0 2.9 Contract assets 2.0 1.0 Deferred financing fees 0.6 0.6 Other 14.0 11.5 Total other current assets $ 185.7 $ 136.5 |
Other Assets
Other Assets | 6 Months Ended |
Jun. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets Other assets consisted of the following: (in millions) June 30, December 31, 2018 Investments in nonconsolidated affiliates $ 128.9 $ 81.9 Right-of-use lease assets 76.6 — Marketable securities 12.0 12.4 Other investments 4.7 12.4 Deposits 4.2 3.8 Notes receivable from affiliated companies 4.0 1.0 Interest rate caps 2.2 16.5 Deferred financing fees 1.3 1.6 Other 6.8 6.7 Total other assets $ 240.7 $ 136.3 See Note 6, “Investments in Nonconsolidated Affiliates,” for additional information about our investments in nonconsolidated affiliates. On January 1, 2019, we adopted ASU 2016-02, Leases (Topic 842). As a result, we have recorded an ROU lease assets, which represent the fair value of the right to use our long-term leased assets over their lease terms. See Note 10, “Leases,” for additional information about our right-of-use lease assets. See Note 9, “Debt,” for additional information about our interest rate caps. Other investments include non-negotiable certificates of deposit that are recorded at their carrying value. |
Investments in Affiliated Compa
Investments in Affiliated Companies | 6 Months Ended |
Jun. 30, 2019 | |
Investments in Affiliated Companies [Abstract] | |
Equity Method Investments and Joint Ventures Disclosure | Investments in Nonconsolidated Affiliates Investments in nonconsolidated affiliates represent our investment in nonconsolidated domestic and foreign entities. These entities are in businesses similar to ours, such as credit reporting, credit-scoring, decisioning services and credit-monitoring services. We use the equity method to account for nonmarketable investments in affiliates where we are able to exercise significant influence. For these investments, we adjust the carrying value for our proportionate share of the affiliates’ earnings, losses and distributions, any impairments, as well as for purchases and sales of our ownership interest. We account for nonmarketable investments in equity securities in which we are not able to exercise significant influence, our Cost Method Investments, at our initial cost, minus any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. For these investments, we adjust the carrying value for any purchases or sales of our ownership interests. We record any dividends received from these investments as other income in non-operating income and expense. During 2019, we recorded a $31.2 million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer, partially offset by $8.6 million of impairments of other Cost Method investments. The net gain was included in other income and expense in the consolidated statements of income. There were no material gain or loss adjustments to our investments in nonconsolidated affiliates during the three and six months ended June 30, 2018 . Investments in nonconsolidated affiliates consisted of the following: (in millions) June 30, December 31, 2018 Equity method investments $ 43.7 $ 44.0 Cost Method Investments 85.2 37.9 Total investments in nonconsolidated affiliates $ 128.9 $ 81.9 These balances are included in other assets in the consolidated balance sheets. The increase in cost method investments is due to the net gains on certain previous Consumer Interactive and U.S. Markets Cost Method investments discussed above that we recorded in other income and expense, a new investment made by our U.S. Markets segment, and an incremental investment in one of our current Consumer Interactive segment investments. Earnings from equity method investments, which are included in non-operating income and expense, and dividends received from equity method investments consisted of the following: Three Months Ended Six Months Ended (in millions) 2019 2018 2019 2018 Earnings from equity method investments 3.3 2.9 7.1 5.2 Dividends received from equity method investments 8.0 4.3 8.5 5.0 Dividends received from Cost Method Investments for the three and six months ended June 30, 2019 , was $0.7 million in each period, and for the three and six months ended June 30, 2018 , was $0.7 million in each period. |
Other Current Liabilities
Other Current Liabilities | 6 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities | Other Current Liabilities Other current liabilities consisted of the following: (in millions) June 30, December 31, 2018 Deferred revenue $ 93.5 $ 73.1 Accrued payroll 75.3 102.5 Accrued legal and regulatory 36.5 33.2 Income taxes payable 24.9 17.0 Accrued employee benefits 23.9 35.1 Operating lease liabilities 19.2 — Accrued interest 4.0 2.5 Contingent consideration 7.6 1.2 Other 25.7 19.5 Total other current liabilities $ 310.6 $ 284.1 Deferred revenue increased primarily due to annual minimum billings, primarily in our United Kingdom business, that we have a contractual right to invoice. See Note 12, “Revenue,” for additional information about our deferred revenue. The decrease in accrued payroll was due primarily to the payment of accrued annual bonuses during the first quarter of 2019 that were earned in 2018. On January 1, 2019, we adopted ASU 2016-02, Leases (Topic 842). As a result, we have recorded the discounted present value of all future lease payments over the terms of the corresponding leases as a liability for our long-term leases. See Note 8, |
Other Liabilities
Other Liabilities | 6 Months Ended |
Jun. 30, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities Disclosure | Other Liabilities Other liabilities consisted of the following: (in millions) June 30, December 31, 2018 Operating lease liabilities $ 63.4 $ — Interest rate swap 48.9 10.7 Unrecognized tax benefits 19.8 19.6 Retirement benefits 12.7 10.2 Income tax payable 1.9 5.0 Deferred revenue 2.9 0.9 Contingent consideration — 0.1 Other 0.7 8.2 Total other liabilities $ 150.3 $ 54.7 On January 1, 2019, we adopted ASU 2016-02, Leases (Topic 842). As a result, we have recorded the discounted present value of all future lease payments over the terms of the corresponding leases as a liability for our long-term leases. See Note 7, “Other Current Liabilities” for the current portion of this liability and Note 10, “Leases” for additional information about our leases. See Note 9, “Debt,” for additional information about our interest rate swap. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt outstanding consisted of the following: (in millions) June 30, December 31, 2018 Senior Secured Term Loan B-3, payable in quarterly installments through April 9, 2023, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (4.40% at June 30, 2019, and 4.52% at December 31, 2018), net of original issue discount and deferred financing fees of $4.0 million and $3.7 million, respectively, at June 30, 2019, and original issue discount and deferred financing fees of $5.0 million and $4.6 million, respectively, at December 31, 2018 $ 1,783.9 $ 1,892.0 Senior Secured Term Loan A-2, payable in quarterly installments through August 9, 2022, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (4.15% at June 30, 2019, and 4.27% at December 31, 2018), net of original issue discount and deferred financing fees of $2.4 million and $3.1 million, respectively, at June 30, 2019, and original issue discount and deferred financing fees of $2.8 million and $3.6 million, respectively, at December 31, 2018 1,151.9 1,166.0 Senior Secured Term Loan B-4, payable in quarterly installments through June 19, 2025, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (4.40% at June 30, 2019, and 4.52% at December 31, 2018), net of original issue discount and deferred financing fees of $2.2 million and $9.9 million, respectively, at June 30, 2019, and original issue discount and deferred financing fees of $2.3 million and $10.7 million, respectively, at December 31, 2018 977.9 982.0 Senior Secured Revolving Line of Credit — — Other notes payable 3.6 7.3 Finance leases 0.6 0.8 Total debt 3,917.9 4,048.1 Less short-term debt and current portion of long-term debt (86.4 ) (71.7 ) Total long-term debt $ 3,831.5 $ 3,976.4 Excluding any potential additional principal payments which may become due on the senior secured credit facility based on excess cash flows of the prior year, scheduled future maturities of total debt at June 30, 2019 , were as follows: (in millions) June 30, 2019 $ 37.7 2020 93.7 2021 89.9 2022 1,044.9 2023 1,732.1 Thereafter 945.0 Unamortized original issue discounts and deferred financing fees (25.4 ) Total debt $ 3,917.9 Senior Secured Credit Facility On June 15, 2010, we entered into a senior secured credit facility with various lenders. This facility has been amended several times and currently consists of the Senior Secured Term Loan A-2, the Senior Secured Term Loan B-3, the Senior Secured Term Loan B-4 and the Senior Secured Revolving Line of Credit. On June 19, 2018, we borrowed an additional $800.0 million against our Senior Secured Term Loan A-2 and $600.0 million against a new tranche 4 of our Senior Secured Term Loan B (“Senior Secured Term Loan B-4”) to fund the acquisition of Callcredit. On June 29, 2018, we borrowed an additional $400.0 million of our Senior Secured Term Loan B-4 to fund another acquisition and to repay a portion of our Senior Secured Revolving Line of Credit. During the second quarter of 2019, we prepaid $100.0 million of our outstanding Senior Secured Term Loan B-3. As a result of these prepayments, we expensed $0.9 million of our unamortized original issue discount and deferred financing fees. As of June 30, 2019 , we had no outstanding balance under the Senior Secured Revolving Line of Credit and $0.1 million of outstanding letters of credit, and could have borrowed up to the remaining $299.9 million available. TransUnion also has the ability to request incremental loans on the same terms under the existing senior secured credit facility up to the greater of an additional $675.0 million and 100% of Consolidated EBITDA. Consolidated EBITDA is reduced to the extent that the senior secured net leverage ratio is above 4.25 -to-1. In addition, so long as the senior secured net leverage ratio does not exceed 4.25 -to-1.0, we may incur additional incremental loans, subject to certain additional conditions and commitments by existing or new lenders to fund any additional borrowings. With certain exceptions, the senior secured credit facility obligations are secured by a first-priority security interest in substantially all of the assets of Trans Union LLC, including its investment in subsidiaries. The senior secured credit facility contains various restrictions and nonfinancial covenants, along with a senior secured net leverage ratio test. The nonfinancial covenants include restrictions on dividends, investments, dispositions, future borrowings and other specified payments, as well as additional reporting and disclosure requirements. The senior secured net leverage test must be met as a condition to incur additional indebtedness, make certain investments, and may be required to make certain restricted payments. The senior secured net leverage ratio must not exceed 5.5 -to-1 at any such test date. TransUnion may make dividend payments up to an unlimited amount under the terms of the senior secured credit facility provided that no default or event of default exists and so long as the total net leverage ratio does not exceed 4.75 -to-1. As of June 30, 2019 , we were in compliance with all debt covenants. On December 17, 2018, we entered into interest rate swap agreements with various counterparties that effectively fixed our LIBOR exposure on a portion of our existing senior secured term loans or similar replacement debt between a range of 2.647% to 2.706% . We have designated these swap agreements as cash flow hedges. The current aggregate notional amount under these agreements is $1,440.0 million , decreasing each quarter until the second agreement terminates on December 30, 2022. On December 18, 2015, we entered into interest rate cap agreements with various counterparties that effectively cap our LIBOR exposure on a portion of our existing senior secured term loans or similar replacement debt at 0.75% beginning June 30, 2016. We have designated these cap agreements as cash flow hedges. The current aggregate notional amount under these agreements is $1,436.0 million and will decrease each quarter until the agreement terminates on June 30, 2020. In July 2016, we began to pay the various counterparties a fixed rate on the outstanding notional amounts of between 0.98% and 0.994% and receive payments to the extent LIBOR exceeds 0.75% . Based on how the fair value of interest rate caps are determined, the earlier interest periods have lower fair values at inception than the later interest periods, resulting in less interest expense being recognized in the earlier periods compared with the later periods. Any payments we receive to the extent LIBOR exceeds 0.75% is also reclassified from other comprehensive income to interest expense in the period received. In accordance with ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, the new guidance eliminates the requirement to separately measure and report hedge ineffectiveness. For our cash flow hedges, this means that the entire change in the fair value of the hedging instrument included in our assessment of hedge effectiveness is now recorded in other comprehensive income, and reclassified to interest expense when the corresponding hedged debt affects earnings. The change in the fair value of the swaps resulted in an unrealized loss of $24.3 million ( $18.2 million , net of tax) and $38.1 million ( $28.6 million , net of tax) for the three and six months ended June 30, 2019 , respectively, recorded in other comprehensive income. Interest expense on the swaps in the three and six months ended June 30, 2019 was expense of $0.6 million ( $0.5 million , net of tax) and $1.2 million ( $0.9 million , net of tax), respectively. We expect to recognize a loss of approximately $11.7 million as interest expense due to our expectation that LIBOR will exceed the fixed rates of interest over the next twelve months. The change in the fair value of the caps resulted in an unrealized loss of $7.1 million ( $5.3 million , net of tax) and $11.7 million ( $8.8 million , net of tax) for the three and six months ended June 30, 2019 , respectively, recorded in other comprehensive income. The change in the fair value of the caps resulted in an unrealized gain of $4.3 million ( $3.2 million , net of tax) and $14.2 million ( $10.6 million , net of tax) for the three and six months ended June 30, 2018 , respectively, recorded in other comprehensive income. Interest expense reclassified from other comprehensive income to interest expense related to the fair value of the portion of the caps expiring in the three and six months ended June 30, 2019 , was income of $1.3 million ( $1.0 million , net of tax) and $3.0 million ( $2.2 million , net of tax), respectively. Interest expense reclassified from other comprehensive income to interest expense related to the fair value of the portion of the caps expiring in the three and six months ended June 30, 2018 , was income of $0.5 million ( $0.4 million , net of tax) and $0.3 million ( $0.2 million , net of tax), respectively. We expect to reclassify a gain of approximately $4.9 million from other comprehensive income to interest expense related to the fair value of the portion of the caps expiring and payments received to the extent LIBOR exceeds 0.75% in the next twelve months. Fair Value of Debt As of June 30, 2019 , the fair value of our variable-rate Senior Secured Term Loan A-2, excluding original issue discounts and deferred fees, approximates the carrying value. As of June 30, 2019 , the fair value of our Senior Secured Term Loan B-3 and B-4, excluding original issue discounts and deferred fees, was $1,791.6 million and $990.0 million , respectively. The fair values of our variable-rate term loans are determined using Level 2 inputs, based on quoted market prices for the publicly traded instruments. |
Leases (Notes)
Leases (Notes) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Lessee, Operating Leases [Text Block] | Leases Upon adoption of Topic 842 on January 1, 2019 , our lease obligations consisted of operating leases for office space and data centers and a small number of finance leases for equipment. Our operating leases have remaining lease terms of up to 13.3 years , with a weighted-average remaining lease term of 5.6 years . We have options to extend many of our operating leases for an additional period of time and options to terminate early several of our operating leases. The lease term consists of the non-cancelable period of the lease, periods covered by options to extend the lease if we are reasonably certain to exercise the option, periods covered by an option to terminate the lease if we are reasonably certain not to exercise the option, and periods covered by an option to extend or not to terminate the lease in which the exercise of the option is controlled by the lessor. On the commencement date of an operating lease, we record an ROU asset, which represents our right to use or control the use of a specified asset for the lease term, and an offsetting lease liability, which represents our obligation to make lease payments arising from the lease, based on the present value of the net fixed future lease payments due over the initial lease term. We use an estimate of our incremental borrowing rate as the discount rate to determine the present value of the net fixed future lease payments, except for leases where the interest rate implicit in the lease is readily determinable. Upon adoption and as of June 30, 2019 , the weighted-average discount rate used to calculate the present value of the fixed future lease payments was 5.7% . Both Topic 842 and the predecessor lease accounting guidance under ASU 840 require us to expense the net fixed payments of operating leases on a straight-line basis over the lease term. Topic 842 requires us to include any built up deferred or prepaid rent balance resulting from the difference between the straight-line expense and the cash payments as a component of our ROU asset. Also included in our ROU asset is any monthly prepayment of rent. Our rent expense is typically due on the first day of each month, and we typically pay rent several weeks before it is due, so at any given month end, we will have a prepaid rent balance that is included as a component of our ROU asset. Most of our operating leases contain variable non-lease components consisting of maintenance, insurance, taxes and similar costs of the office space we occupy. We have adopted the practical expedient to not separate these non-lease components from the lease components and instead account for them as a single lease component for all of our leases. We straight-line the net fixed payments of operating leases over the lease term and expense the variable lease payments in the period in which we incur the obligation to pay such variable amounts. These variable lease payments are not included in our calculation of our ROU assets or lease liabilities. We have no significant short-term leases, finance leases, or subleases. ROU assets are included in Other Assets, and operating lease liabilities are included in Other Current Liabilities and Other Liabilities in our Consolidated Balance Sheet. Finance lease assets are included in Property, Plant and Equipment, and finance lease liabilities are included in the Current Portion of Long-term Debt and Long-term Debt in our Consolidated Balance Sheet. See Note 7, “Other Current Liabilities,” Note 8,” Other Liabilities,” and note 9, “Debt,” for additional information about these items. Our operating lease costs, including fixed, variable and short-term lease costs, were $6.9 million and $6.1 million for the three months ended June 30, 2019 and 2018 , respectively and $14.2 million and $11.6 million for the six months ended June 30, 2019 and 2018 . Cash paid for operating leases are included in operating cash flows, and were $7.2 million and $6.5 million for the three months ended June 30, 2019 and 2018 , respectively and $15.0 million and $11.5 million for the six months ended June 30, 2019 and 2018 . Our finance lease amortization expense, interest expense, and cash paid were not significant for the reported periods. We have adopted the package of transition practical expedients which allows us to not reassess our existing lease classifications, initial direct costs, and whether or not an existing contract contains a lease. We have elected to use the portfolio approach to assess the discount rate we use to calculate the present value of our future lease payments. Using this approach does not result in a materially different outcome compared with applying separate discount rates to each lease in our portfolio. We have adopted an accounting policy to recognize rent expense for short-term leases, those leases with initial lease terms of twelve months or less, on a straight-line basis in our income statement. Future fixed payments for non-cancelable operating leases and finance leases in effect as of June 30, 2019 , are payable as follows: (in millions) Operating Leases Finance Leases Total 2019 $ 10.8 $ 0.3 $ 11.1 2020 22.6 0.3 22.9 2021 18.8 0.1 18.9 2022 11.8 — 11.8 2023 9.7 — 9.7 Thereafter 23.5 — 23.5 Less imputed interest (14.6 ) (0.1 ) (14.7 ) Totals $ 82.6 $ 0.6 $ 83.2 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock On February 13, 2018 , we announced that our board of directors has approved a dividend policy pursuant to which we intend to pay quarterly cash dividends on our common stock. On February 21, 2019 , the board of directors declared a dividend of $0.075 per share to holders of record as of the close of business on March 7, 2019 . The total dividend declared was $14.3 million , of which $14.0 million was paid on March 22, 2019 , with the remainder due as dividend equivalents to employees who hold restricted stock units when and if those units vest. On May 9, 2019 , the board of directors declared a dividend of $0.075 per share to holders of record as of the close of business on May 23, 2019 . The total dividend declared was $14.3 million , of which $14.1 million was paid on June 7, 2019 , with the remainder due as dividend equivalents to employees who hold restricted stock units when and if those units vest. In the first quarter of 2019, we also paid $0.4 million of dividend equivalents that were declared in 2018 to employees whose restricted stock units vested in 2019 and reversed $0.1 million of dividend equivalents previously declared but forfeited in the first quarter of 2019. Treasury Stock During the first quarter of 2019, 1.6 million outstanding employee restricted stock units vested and became taxable to the employees. The employees used 0.6 million shares of the vested stock to satisfy their payroll tax withholding obligations in a net share settlement arrangement whereby the employees received 1.0 million of the shares and gave TransUnion the remaining 0.6 million shares that we have recorded as treasury stock. We remitted cash equivalent to the $36.8 million vest date value of the treasury stock to the respective governmental agencies in settlement of the employee withholding tax obligations. On occasion, as other stock units vest or stock options are exercised, employees use shares of stock to satisfy their payroll tax withholding obligations in a net settlement arrangement and we remit the equivalent value of those shares to the respective governmental agencies. Preferred Stock We have 100.0 million shares of preferred stock authorized. No preferred stock had been issued or was outstanding as of June 30, 2019 |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2019 | |
Revenue [Abstract] | |
Revenue | Revenue All of our revenue is derived from contracts with customers and is reported as revenue in the Consolidated Statement of Income. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer, and is the unit of account under ASC Topic 606. We have contracts with two general groups of performance obligations: those that require us to stand ready to provide goods and services to a customer to use as and when requested (“Stand Ready Performance Obligations”) and those that do not require us to stand ready (“Other Performance Obligations”) . Our Stand Ready Performance Obligations include obligations to stand ready to provide data, process transactions, access our databases, software-as-a-service and direct-to-consumer products, rights to use our intellectual property and other services. Our Other Performance Obligations include the sale of certain batch data sets and various professional and other services. Most of our Stand Ready Performance Obligations consist of a series of distinct goods and services that are substantially the same and have the same monthly pattern of transfer to our customers. We consider each month of service in this time series to be a distinct performance obligation and, accordingly, recognize revenue over time. For a majority of these Stand Ready Performance Obligations the total contractual price is variable because our obligation is to process an unknown quantity of transactions, as and when requested by our customers, over the contract period. We allocate the variable price to each month of service using the time-series concept and recognize revenue based on the most likely amount of consideration to which we will be entitled , which is generally the amount we have the right to invoice. This monthly amount can be based on the actual volume of units delivered or any guaranteed minimum, if higher. Occasionally we have contracts where the amount we will be entitled to for the transactions processed is uncertain, in which case we estimate the revenue based on what we consider to be the most likely amount of consideration we will be entitled to, and true-up any estimates as facts and circumstances evolve. Certain Stand Ready Performance Obligation fees result from contingent fee based contracts that require us to provide services before we have an enforceable right to payment. For these performance obligations, we recognize revenue at the point in time the contingency is met and we have an enforceable contract and right to payment. Certain of our Stand Ready Performance Obligation contracts include non-recurring, non-refundable up-front fees to cover our costs of setting up files or configuring systems to enable our customers to access our services. These fees are not fees for distinct performance obligations. When these fees are insignificant in relation to the total contract value we recognize such fees as revenue when invoiced. If such fees are significant we recognize them as revenue over the duration of the contract, the period of time for which we have contractually enforceable rights and obligations. For contracts where such fees are for a distinct performance obligation, we recognize revenue as or when the performance obligation is satisfied. For all contracts that include a Stand Ready Performance Obligation with variable pricing, we are unable to estimate the variable price attributable to future performance obligations because the number of units to be purchased is not known. As a result, we use the exception available to forgo disclosures about revenue attributable to the future performance obligations where we recognize revenue using the time-series concept as discussed above, including those qualifying for the right to invoice practical expedient. We also use the exception available to forgo disclosures about revenue attributable to contracts with expected durations of one year or less. Certain of our Other Performance Obligations, including certain batch data sets and certain professional and other services, are delivered at a point in time. Accordingly, we recognize revenue upon delivery, once we have satisfied that obligation. For certain Other Performance Obligations, including certain professional and other services, we recognize revenue over time, based on an estimate of progress towards completion of that obligation. In certain circumstances we apply the guidance in ASC Topic 606 to a portfolio of contracts with similar characteristics. We use estimates and assumptions when accounting for a portfolio that reflect the size and composition of the portfolio of contracts. Our contracts generally include standard commercial payment terms generally acceptable in each region, and do not include financing with extended payment terms. We have no significant obligations for refunds, warranties, or similar obligations . Our revenue does not include taxes collected from our customers. Accounts receivable are shown separately on our balance sheet. Contract assets and liabilities result due to the timing of revenue recognition, billings and cash collections. Contract assets include our right to payment for goods and services already transferred to a customer when the right to payment is conditional on something other than the passage of time, for example contracts where we recognize revenue over time but do not have a contractual right to payment until we complete the contract. Contract assets are included in our other current assets and are not material as of June 30, 2019 . Contract liabilities include current and long-term deferred revenue which are included in other current liabilities and other liabilities. We expect to recognize the December 31, 2018 current deferred revenue as revenue during 2019. The long-term deferred revenue is not significant. For additional disclosures about the disaggregation of our revenue see Note 15, “Reportable Segments”. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share represents income available to common stockholders divided by the weighted-average number of common shares outstanding during the reported period. Diluted earnings per share reflects the effect of the increase in shares outstanding determined by using the treasury stock method for awards issued under our incentive stock plans. As of June 30, 2019, there were 1.1 million contingently-issuable stock-based awards outstanding that were excluded from the diluted earnings per share calculation because the contingencies had not been met. As of June 30, 2018, there were less than 0.1 million contingently-issuable stock-based awards outstanding that were excluded from the diluted earnings per share calculation because the contingencies had not been met. Basic and diluted weighted average shares outstanding and earnings per share were as follows: Three Months Ended Six Months Ended June 30, (in millions, except per share data) 2019 2018 2019 2018 Income from continuing operations $ 107.0 $ 57.3 $ 181.9 $ 132.6 Less: income from continuing operations attributable to noncontrolling (2.5 ) (2.3 ) (4.9 ) (4.5 ) Income from continuing operations attributable to TransUnion 104.5 55.0 177.0 128.2 Discontinued operations, net of tax (1) (3.0 ) — (4.6 ) — Net income attributable to TransUnion $ 101.5 $ 55.0 $ 172.4 $ 128.1 Basic earnings per common share from: Income from continuing operations attributable to TransUnion $ 0.56 $ 0.30 $ 0.95 $ 0.70 Discontinued operations, net of tax (0.02 ) — (0.02 ) — Net Income attributable to TransUnion $ 0.54 $ 0.30 $ 0.92 $ 0.70 Diluted earnings per common share from: Income from continuing operations attributable to TransUnion $ 0.55 $ 0.29 $ 0.93 $ 0.67 Discontinued operations, net of tax (0.02 ) — (0.02 ) — Net Income attributable to TransUnion $ 0.53 $ 0.29 $ 0.90 $ 0.67 Weighted-average shares outstanding: Basic 187.5 184.3 187.1 184.0 Diluted 191.3 190.8 191.2 190.5 Anti-dilutive stock-based awards outstanding — — 0.1 — (1) Discontinued operations for the three and six months ended June 30, 2018 rounds to zero |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended June 30, 2019 , we reported an effective tax rate of 26.9% , which was higher than the 21% U.S. federal statutory rate due primarily to $4.9 million in state taxes, $7.8 million in foreign taxes resulting from jurisdictions which have effective tax rates higher than the U.S. federal statutory rate, and $2.2 million in other discrete tax items, partially offset by $6.3 million of excess tax benefits on stock-based compensation. For the six months ended June 30, 2019 , we reported an effective tax rate of 18.0% , which was lower than the 21% U.S. federal statutory rate due primarily to $27.3 million of excess tax benefits on stock-based compensation, partially offset by $12.1 million in foreign taxes for the same reasons as stated above, $7.0 million in state taxes and $1.5 million in other discrete items. For the three months ended June 30, 2018 , we reported an effective tax rate of 21.7% , which was higher than the 21% U.S. federal statutory rate due primarily to $10.3 million of tax expense related to the impact of the Tax Cuts and Jobs Act of 2017 (the “Act”), foreign rate differential, unrecognized tax benefits, and non-deductible acquisition and other costs, partially offset by $9.8 million of excess tax benefits on stock-based compensation. For the six months ended June 30, 2018 , we reported an effective tax rate of 24.7% , which was higher than the 21% U.S. federal statutory rate due primarily to $24.6 million of tax expense related to the impact of the Act, foreign rate differential, unrecognized tax benefits and non-deductible acquisition and other costs, partially offset by $18.1 million of excess tax benefits on stock-based compensation. The total amount of unrecognized tax benefits was $19.8 million as of June 30, 2019 , and $19.6 million as of December 31, 2018. The amounts that would affect the effective tax rate if recognized are $13.1 million and $12.3 million , respectively. There were no significant liabilities for accrued interest or penalties on income taxes as of June 30, 2019 or December 31, 2018. We are regularly audited by federal, state and foreign taxing authorities. Given the uncertainties inherent in the audit process, it is reasonably possible that certain audits could result in a significant increase or decrease in the total amounts of unrecognized tax benefits. An estimate of the range of the increase or decrease in unrecognized tax benefits due to audit results cannot be made at this time. Generally, tax years 2010 and forward remain open for examination in some foreign jurisdictions, 2011 and forward in some state jurisdictions, and tax years 2012 and forward remain open for examination for U.S. federal income tax purposes. |
Reportable Segments
Reportable Segments | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Reportable Segments | Reportable Segments Over the past few years, we have completed a significant number of acquisitions that have transformed our business. We have also developed a significant number of new product offerings that have further diversified our portfolio of businesses. As a result of the evolution of our business, we have changed the disaggregated revenue and our measure of segment profit (Adjusted EBITDA) information that we provide to our chief operating decision makers (our “CODM”) to better align with how we manage the business. Accordingly, our disclosures around the disaggregation of our revenue and the measure of segment profit have been recast for all periods presented in this Quarterly Report on Form 10-Q to conform to the information used by our CODM. We have not changed our reportable segments and these changes do not impact our consolidated results. We have three reportable segments, U. S. Markets (formerly U.S. Information Services), International, and Consumer Interactive, and the Corporate unit, which provides support services to each of the segments. Our CODM uses the profit measure of Adjusted EBITDA, on both a consolidated and segment basis, to allocate resources and assess performance of our businesses. We use Adjusted EBITDA as our profit measure because it eliminates the impact of certain items that we do not consider indicative of operating performance, which is useful to compare operating results between periods. Our board of directors and executive management team also use Adjusted EBITDA as a compensation measure for both segment and corporate management under our incentive compensation plans. Adjusted EBITDA is also a measure frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies similar to ours. We define Adjusted EBITDA as net income (loss) attributable to each segment plus (less) loss (income) from discontinued operations, plus net interest expense, plus (less) provision (benefit) for income taxes, plus depreciation and amortization, plus (less) certain deferred revenue acquisition revenue-related adjustments, plus stock-based compensation, plus mergers, acquisitions, divestitures and business optimization-related expenses including Callcredit integration-related expenses, plus (less) certain other expenses (income). The segment financial information below aligns with how we report information to our CODM to assess operating performance and how we manage the business. The accounting policies of the segments are the same as described in Note 1, “Significant Accounting and Reporting Policies” and Note 12, “Revenue.” The following is a more detailed description of our three reportable segments and the Corporate unit, which provides support services to each segment: U.S. Markets U.S. Markets provides consumer reports, risk scores, analytical services and decisioning capabilities to businesses. These businesses use our services to acquire new customers, assess consumers’ ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities and investigate potential fraud. The core capabilities and delivery methods in our U.S. Markets segment allow us to serve a broad set of customers across industries. We report disaggregated revenue of our U.S. Markets segment for the following verticals: • Financial Services: The financial services vertical consists of our consumer lending, mortgage, auto and cards and payments lines of business. Our financial services clients consist of most banks, credit unions, finance companies, auto lenders, mortgage lenders, online-only lenders (FinTech), and other consumer lenders in the United States. We also distribute our solutions through most major resellers, secondary market players and sales agents. Beyond traditional lenders, we work with a variety of credit arrangers, such as auto dealers and peer-to-peer lenders. We provide solutions across every aspect of the lending lifecycle; customer acquisition and engagement, fraud and ID management, retention and recovery. Our products are focused on mitigating risk and include credit reporting, credit marketing, analytics and consulting, identity verification and authentication and debt recovery solutions. • Emerging Verticals: Emerging verticals include healthcare, insurance, collections, property management, public sector and other diversified markets. Our solutions in these verticals are similar to the solutions in our financial services vertical and also address the entire customer lifecycle. We offer onboarding and retention solutions, transaction processing products, scoring products, marketing solutions, analytics and consulting, identity management and fraud solutions, and revenue optimization and collections solutions. International The International segment provides services similar to our U.S. Markets segment to businesses in select regions outside the United States. Depending on the maturity of the credit economy in each country, services may include credit reports, analytics services, decisioning capabilities, and other value-added risk management services. In addition, we have insurance, business and automotive databases in select geographies. These services are offered to customers in a number of industries including financial services, insurance, automotive, collections, and communications, and are delivered through both direct and indirect channels. The International segment also provides consumer services similar to those offered by our Consumer Interactive segment that help consumers proactively manage their personal finances. We report disaggregated revenue of our International segment for the following regions: Canada, Latin America, the United Kingdom, Africa, India and Asia Pacific. Consumer Interactive Consumer Interactive offers solutions that help consumers manage their personal finances and take precautions against identity theft. Services in this segment include credit reports and scores, credit monitoring, fraud protection and resolution, and financial management. Our products are provided through user-friendly online and mobile interfaces and are supported by educational content and customer support. Our Consumer Interactive segment serves consumers through both direct and indirect channels. Corporate In addition, Corporate provides support services for each of the segments, holds investments, and conducts enterprise functions. Certain costs incurred in Corporate that are not directly attributable to one or more of the segments remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nature. Selected segment financial information and disaggregated revenue consisted of the following: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2019 2018 2019 2018 Revenue: U.S. Markets: Financial Services $ 213.0 $ 192.6 $ 402.1 $ 375.2 Emerging Verticals 192.9 165.6 372.6 325.3 Total U.S. Markets 405.9 358.2 774.7 700.5 International: Canada 25.4 24.2 48.4 45.9 Latin America 26.2 25.8 51.5 51.0 United Kingdom 46.6 7.7 88.8 7.7 Africa 14.0 15.6 29.0 32.6 India 24.9 18.9 52.6 39.1 Asia Pacific 14.0 14.1 26.8 26.0 Total International 151.1 106.3 297.1 202.3 Total Consumer Interactive 123.6 117.6 246.9 235.5 Total revenue, gross $ 680.5 $ 582.1 $ 1,318.7 $ 1,138.2 Intersegment revenue eliminations: U.S. Markets $ (17.2 ) $ (17.5 ) $ (34.7 ) $ (34.9 ) International (1.3 ) (1.4 ) (2.5 ) (2.6 ) Consumer Interactive (0.2 ) (0.2 ) (0.4 ) (0.3 ) Total intersegment eliminations (18.6 ) (19.0 ) (37.5 ) (37.8 ) Total revenue as reported $ 661.9 $ 563.1 $ 1,281.2 $ 1,100.5 Adjusted EBITDA U.S. Markets $ 175.4 $ 147.9 $ 317.5 $ 281.2 International 59.6 41.2 124.5 74.3 Consumer Interactive 59.1 58.0 119.3 114.9 Corporate (30.4 ) (26.4 ) (58.7 ) (47.1 ) Consolidated Adjusted EBITDA $ 263.7 $ 220.6 $ 502.6 $ 423.3 As a result of displaying amounts in millions, rounding differences may exist in the table above. A reconciliation of net income attributable to TransUnion to Adjusted EBITDA for the periods presented is as follows: Three Months Ended Six Months Ended June 30, (in millions) 2019 2018 2019 2018 Reconciliation of net income attributable to TransUnion to Adjusted EBITDA: Net income attributable to TransUnion $ 101.5 $ 55.0 $ 172.4 $ 128.1 Discontinued operations 3.0 — 4.6 — Net income from continuing operations attributable to TransUnion 104.5 55.0 177.0 128.2 Net interest expense 43.4 24.5 86.9 46.4 Provision (benefit) for income taxes 39.4 15.8 39.9 43.5 Depreciation and amortization 89.2 68.0 182.7 134.6 EBITDA 276.4 163.4 486.5 352.6 Adjustments to EBITDA: Acquisition revenue-related adjustments 1.7 — 5.9 — Stock-based compensation 8.2 16.0 20.9 26.9 Mergers and acquisitions, divestitures and business optimization (23.9 ) 25.9 (12.6 ) 29.2 Other 1.3 15.3 1.9 14.7 Total adjustments to EBITDA (12.7 ) 57.2 16.2 70.7 Consolidated Adjusted EBITDA $ 263.7 $ 220.6 $ 502.6 $ 423.3 As a result of displaying amounts in millions, rounding differences may exist in the table above. Earnings from equity method investments included in non-operating income and expense for the periods presented were as follows: Three Months Ended June 30, Six Months Ended (in millions) 2019 2018 2019 2018 U.S. Markets $ 0.6 $ 0.6 $ 1.3 $ 1.3 International 2.7 2.3 5.8 3.9 Total $ 3.3 $ 2.9 $ 7.1 $ 5.2 |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Event [Line Items] | |
Subsequent Events [Text Block] | Subsequent Event On July 12, 2019, the Company determined that TransUnion Limited, a Hong Kong entity in which the Company holds a 56.25 percent interest, has been the victim of criminal fraud. The incident involved employee impersonation and fraudulent requests targeting TransUnion Limited, which resulted in a series of fraudulently-induced wire transfers in early July 2019 totaling $17.8 million . The Company has launched an internal investigation to determine the full extent of the fraud scheme and related potential exposure, and expects to record a one-time pre-tax charge of up to $17.8 million in the third quarter of 2019 as the result of this event. The Company self-discovered this fraudulent activity and promptly initiated contact with its bank as well as appropriate law enforcement authorities. The Company may be limited in what information it can disclose because of the ongoing investigation. To date, the Company has not found any evidence of additional fraudulent activity. This incident did not result in any unauthorized access to any of the confidential consumer information or other data that we maintain. While this matter will result in some additional near-term expenses, the Company does not expect this incident to otherwise have a material impact on its business. See our Current Report on Form 8-K dated July 18, 2019. |
Significant Accounting and Re_2
Significant Accounting and Reporting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Unless the context indicates otherwise, any reference in this report to the “Company,” “we,” “our,” “us,” and “its” refers to TransUnion and its consolidated subsidiaries, collectively. The accompanying unaudited consolidated financial statements of TransUnion and subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair presentation have been included. All significant intercompany transactions and balances have been eliminated. The operating results of TransUnion for the periods presented are not necessarily indicative of the results that may be expected for the full year ending December 31, 2019 . These unaudited consolidated financial statements should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 , filed with the Securities and Exchange Commission (“SEC”) on February 14, 2019. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements of TransUnion include the accounts of TransUnion and all of its controlled subsidiaries. Investments in nonmarketable unconsolidated entities in which the Company is able to exercise significant influence are accounted for using the equity method. Investments in nonmarketable unconsolidated entities in which the Company is not able to exercise significant influence, our “Cost Method Investments,” are accounted for at our initial cost, minus any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. |
Subsequent Events | Subsequent Events Events and transactions occurring through the date of issuance of the financial statements have been evaluated by management and, when appropriate, recognized or disclosed in the financial statements or notes to the consolidated financial statements. See Note 16, "Subsequent Event," for additional information. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements On February 25, 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . During 2018 and 2019, the FASB issued additional guidance related to the new standard. This series of comprehensive guidance, among other things, requires us to record the discounted present value of all future lease payments as a liability on our balance sheet, as well as a corresponding “right-of-use” (“ROU”) asset, which is an asset that represents the right to use or control the use of a specified asset for the lease term, for all long-term leases. Under the new standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. We have adopted this guidance effective January 1, 2019, on a modified retrospective basis, as of the beginning of the period adopted, including the package of practical expedients available per paragraph 842-10-65-1(f). On March 31, 2019, and on each reporting date thereafter, we recognize an operating lease liability and offsetting ROU asset on our Consolidated Balance Sheet, with no other impact to our Consolidated Financial Statements. See Note 5, “Other Assets,” Note 7 “Other Current Liabilities,” Note 8, “Other Liabilities” and Note 10, “Leases” for additional information and the new required disclosures. On August 28, 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The new standard is intended to improve and simplify accounting rules around hedge accounting. The guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods therein. The new guidance eliminates the requirement to separately measure and report hedge ineffectiveness. For our cash flow hedges, this means that the entire change in the fair value of the hedging instrument included in the assessment of hedge effectiveness is now recorded in other comprehensive income, and reclassified to earnings in the same income statement line item that is used to present the earnings effect of the hedged item when the hedged item affects earnings. We have adopted this ASU and related amendments effective January 1, 2019, and have applied the modified retrospective transition method that allows for a cumulative-effect adjustment to reclassify cumulative ineffectiveness previously recorded in other comprehensive income to retained earnings in the period of adoption. The adjustment was not material to our consolidated financial statements. On February 14, 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. These amendments provide an option to reclassify stranded tax effects within accumulated other comprehensive income to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (the “Act”) is recorded. This guidance is effective for fiscal years beginning after December 15, 2018, and interim periods therein. We have elected to not reclassify the stranded tax effects within accumulated other comprehensive income to retained earnings and therefore there is no impact on our consolidated financial statements. On August 27, 2018, the FASB issued ASU 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify the disclosure requirements in Topic 820 by removing, adding or modifying certain fair value measurement disclosures. This guidance is effective for fiscal years beginning after December 15, 2018, and interim periods therein. This new guidance only impacts our future disclosures, with no impact to our current disclosures. Recent Accounting Pronouncements Not Yet Adopted On June 16, 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. In addition, these amendments require the measurement of all expected credit losses for financial assets, including trade accounts receivable, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This guidance is effective for annual reporting periods beginning after December 15, 2019, including interim periods therein. We are currently assessing the impact this guidance will have on our consolidated financial statements. |
Business Acquistion Business Ac
Business Acquistion Business Acquisition (Tables) - Callcredit [Member] | 6 Months Ended |
Jun. 30, 2019 | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The final allocation of the purchase price, including our estimate of the fair values of the identifiable assets and goodwill, to the assets acquired and liabilities assumed on the date of acquisition, consisted of the following: (in millions) Fair Value Trade accounts receivable $ 20.8 Property and equipment 3.2 Goodwill (1) 757.1 Identifiable intangible assets 720.1 All other assets 55.0 Assets of discontinued operations (2) 57.1 Total assets acquired 1,613.3 All other liabilities (185.5 ) Liabilities of discontinued operations (2) (19.6 ) Net assets of the acquired company $ 1,408.2 (1) For tax purposes, none of the goodwill is tax deductible. (2) We have categorized certain businesses of Callcredit as discontinued operations in our consolidated financial statements. As of June 30, 2019 , we have disposed of all of these businesses. |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | The fair values of the amortizable intangible assets acquired consisted of the following: (in millions) Estimated Useful Life Fair Value Database and credit files 15 years $ 502.0 Customer relationships 15 years 155.0 Technology and software 5 years 62.4 Trademarks 2 years 0.7 Total identifiable assets $ 720.1 We estimate the weighted-average useful life of the identifiable intangible assets to be approximately 14.1 years , resulting in approximately $51.0 million of annual amortization. |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments Measured At Fair Value, on Recurring Basis | The following table summarizes financial instruments measured at fair value, on a recurring basis, as of June 30, 2019 : (in millions) Total Level 1 Level 2 Level 3 Assets Trading securities $ 12.0 $ 9.7 $ 2.3 $ — Available-for-sale debt securities 3.0 — 3.0 — Interest rate caps 2.2 — 2.2 — Total $ 17.2 $ 9.7 $ 7.5 $ — Liabilities Interest rate swaps $ (48.9 ) $ — $ (48.9 ) $ — Contingent consideration (7.6 ) — — (7.6 ) Total $ (56.5 ) $ — $ (48.9 ) $ (7.6 ) |
Other Current Assets (Tables)
Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other current assets consisted of the following: (in millions) June 30, December 31, 2018 Prepaid expenses $ 89.5 $ 77.1 Other investments 43.9 23.6 Income taxes receivable 17.9 5.5 Other receivable 14.8 14.3 Marketable securities 3.0 2.9 Contract assets 2.0 1.0 Deferred financing fees 0.6 0.6 Other 14.0 11.5 Total other current assets $ 185.7 $ 136.5 |
Other Assets (Tables)
Other Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other assets | Other assets consisted of the following: (in millions) June 30, December 31, 2018 Investments in nonconsolidated affiliates $ 128.9 $ 81.9 Right-of-use lease assets 76.6 — Marketable securities 12.0 12.4 Other investments 4.7 12.4 Deposits 4.2 3.8 Notes receivable from affiliated companies 4.0 1.0 Interest rate caps 2.2 16.5 Deferred financing fees 1.3 1.6 Other 6.8 6.7 Total other assets $ 240.7 $ 136.3 |
Investments in Affiliated Com_2
Investments in Affiliated Companies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Investments in Affiliated Companies [Abstract] | |
Investments in and Advances to Affiliates | Investments in nonconsolidated affiliates consisted of the following: (in millions) June 30, December 31, 2018 Equity method investments $ 43.7 $ 44.0 Cost Method Investments 85.2 37.9 Total investments in nonconsolidated affiliates $ 128.9 $ 81.9 |
Schedule Of Equity Investments Income Statement Information | Earnings from equity method investments, which are included in non-operating income and expense, and dividends received from equity method investments consisted of the following: Three Months Ended Six Months Ended (in millions) 2019 2018 2019 2018 Earnings from equity method investments 3.3 2.9 7.1 5.2 Dividends received from equity method investments 8.0 4.3 8.5 5.0 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities | Other current liabilities consisted of the following: (in millions) June 30, December 31, 2018 Deferred revenue $ 93.5 $ 73.1 Accrued payroll 75.3 102.5 Accrued legal and regulatory 36.5 33.2 Income taxes payable 24.9 17.0 Accrued employee benefits 23.9 35.1 Operating lease liabilities 19.2 — Accrued interest 4.0 2.5 Contingent consideration 7.6 1.2 Other 25.7 19.5 Total other current liabilities $ 310.6 $ 284.1 |
Other Liabilties (Tables)
Other Liabilties (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Other Noncurrent Liabilities | Other liabilities consisted of the following: (in millions) June 30, December 31, 2018 Operating lease liabilities $ 63.4 $ — Interest rate swap 48.9 10.7 Unrecognized tax benefits 19.8 19.6 Retirement benefits 12.7 10.2 Income tax payable 1.9 5.0 Deferred revenue 2.9 0.9 Contingent consideration — 0.1 Other 0.7 8.2 Total other liabilities $ 150.3 $ 54.7 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Instrument [Line Items] | |
Schedule of Long-term Debt Instruments [Table Text Block] | Debt outstanding consisted of the following: (in millions) June 30, December 31, 2018 Senior Secured Term Loan B-3, payable in quarterly installments through April 9, 2023, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (4.40% at June 30, 2019, and 4.52% at December 31, 2018), net of original issue discount and deferred financing fees of $4.0 million and $3.7 million, respectively, at June 30, 2019, and original issue discount and deferred financing fees of $5.0 million and $4.6 million, respectively, at December 31, 2018 $ 1,783.9 $ 1,892.0 Senior Secured Term Loan A-2, payable in quarterly installments through August 9, 2022, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (4.15% at June 30, 2019, and 4.27% at December 31, 2018), net of original issue discount and deferred financing fees of $2.4 million and $3.1 million, respectively, at June 30, 2019, and original issue discount and deferred financing fees of $2.8 million and $3.6 million, respectively, at December 31, 2018 1,151.9 1,166.0 Senior Secured Term Loan B-4, payable in quarterly installments through June 19, 2025, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (4.40% at June 30, 2019, and 4.52% at December 31, 2018), net of original issue discount and deferred financing fees of $2.2 million and $9.9 million, respectively, at June 30, 2019, and original issue discount and deferred financing fees of $2.3 million and $10.7 million, respectively, at December 31, 2018 977.9 982.0 Senior Secured Revolving Line of Credit — — Other notes payable 3.6 7.3 Finance leases 0.6 0.8 Total debt 3,917.9 4,048.1 Less short-term debt and current portion of long-term debt (86.4 ) (71.7 ) Total long-term debt $ 3,831.5 $ 3,976.4 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Excluding any potential additional principal payments which may become due on the senior secured credit facility based on excess cash flows of the prior year, scheduled future maturities of total debt at June 30, 2019 , were as follows: (in millions) June 30, 2019 $ 37.7 2020 93.7 2021 89.9 2022 1,044.9 2023 1,732.1 Thereafter 945.0 Unamortized original issue discounts and deferred financing fees (25.4 ) Total debt $ 3,917.9 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Future Fixed Payments for non-cancelable operating leases and finance leases [Table Text Block] | We have adopted an accounting policy to recognize rent expense for short-term leases, those leases with initial lease terms of twelve months or less, on a straight-line basis in our income statement. Future fixed payments for non-cancelable operating leases and finance leases in effect as of June 30, 2019 , are payable as follows: (in millions) Operating Leases Finance Leases Total 2019 $ 10.8 $ 0.3 $ 11.1 2020 22.6 0.3 22.9 2021 18.8 0.1 18.9 2022 11.8 — 11.8 2023 9.7 — 9.7 Thereafter 23.5 — 23.5 Less imputed interest (14.6 ) (0.1 ) (14.7 ) Totals $ 82.6 $ 0.6 $ 83.2 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted weighted average shares outstanding and earnings per share were as follows: Three Months Ended Six Months Ended June 30, (in millions, except per share data) 2019 2018 2019 2018 Income from continuing operations $ 107.0 $ 57.3 $ 181.9 $ 132.6 Less: income from continuing operations attributable to noncontrolling (2.5 ) (2.3 ) (4.9 ) (4.5 ) Income from continuing operations attributable to TransUnion 104.5 55.0 177.0 128.2 Discontinued operations, net of tax (1) (3.0 ) — (4.6 ) — Net income attributable to TransUnion $ 101.5 $ 55.0 $ 172.4 $ 128.1 Basic earnings per common share from: Income from continuing operations attributable to TransUnion $ 0.56 $ 0.30 $ 0.95 $ 0.70 Discontinued operations, net of tax (0.02 ) — (0.02 ) — Net Income attributable to TransUnion $ 0.54 $ 0.30 $ 0.92 $ 0.70 Diluted earnings per common share from: Income from continuing operations attributable to TransUnion $ 0.55 $ 0.29 $ 0.93 $ 0.67 Discontinued operations, net of tax (0.02 ) — (0.02 ) — Net Income attributable to TransUnion $ 0.53 $ 0.29 $ 0.90 $ 0.67 Weighted-average shares outstanding: Basic 187.5 184.3 187.1 184.0 Diluted 191.3 190.8 191.2 190.5 Anti-dilutive stock-based awards outstanding — — 0.1 — (1) Discontinued operations for the three and six months ended June 30, 2018 rounds to zero |
Reportable Segments (Tables)
Reportable Segments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Selected Segment Financial Information and Disaggregated Revenue | Selected segment financial information and disaggregated revenue consisted of the following: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2019 2018 2019 2018 Revenue: U.S. Markets: Financial Services $ 213.0 $ 192.6 $ 402.1 $ 375.2 Emerging Verticals 192.9 165.6 372.6 325.3 Total U.S. Markets 405.9 358.2 774.7 700.5 International: Canada 25.4 24.2 48.4 45.9 Latin America 26.2 25.8 51.5 51.0 United Kingdom 46.6 7.7 88.8 7.7 Africa 14.0 15.6 29.0 32.6 India 24.9 18.9 52.6 39.1 Asia Pacific 14.0 14.1 26.8 26.0 Total International 151.1 106.3 297.1 202.3 Total Consumer Interactive 123.6 117.6 246.9 235.5 Total revenue, gross $ 680.5 $ 582.1 $ 1,318.7 $ 1,138.2 Intersegment revenue eliminations: U.S. Markets $ (17.2 ) $ (17.5 ) $ (34.7 ) $ (34.9 ) International (1.3 ) (1.4 ) (2.5 ) (2.6 ) Consumer Interactive (0.2 ) (0.2 ) (0.4 ) (0.3 ) Total intersegment eliminations (18.6 ) (19.0 ) (37.5 ) (37.8 ) Total revenue as reported $ 661.9 $ 563.1 $ 1,281.2 $ 1,100.5 Adjusted EBITDA U.S. Markets $ 175.4 $ 147.9 $ 317.5 $ 281.2 International 59.6 41.2 124.5 74.3 Consumer Interactive 59.1 58.0 119.3 114.9 Corporate (30.4 ) (26.4 ) (58.7 ) (47.1 ) Consolidated Adjusted EBITDA $ 263.7 $ 220.6 $ 502.6 $ 423.3 As a result of displaying amounts in millions, rounding differences may exist in the table above. |
Reconciliation of Other Significant Reconciling Items from Segments to Consolidated [Table Text Block] | A reconciliation of net income attributable to TransUnion to Adjusted EBITDA for the periods presented is as follows: Three Months Ended Six Months Ended June 30, (in millions) 2019 2018 2019 2018 Reconciliation of net income attributable to TransUnion to Adjusted EBITDA: Net income attributable to TransUnion $ 101.5 $ 55.0 $ 172.4 $ 128.1 Discontinued operations 3.0 — 4.6 — Net income from continuing operations attributable to TransUnion 104.5 55.0 177.0 128.2 Net interest expense 43.4 24.5 86.9 46.4 Provision (benefit) for income taxes 39.4 15.8 39.9 43.5 Depreciation and amortization 89.2 68.0 182.7 134.6 EBITDA 276.4 163.4 486.5 352.6 Adjustments to EBITDA: Acquisition revenue-related adjustments 1.7 — 5.9 — Stock-based compensation 8.2 16.0 20.9 26.9 Mergers and acquisitions, divestitures and business optimization (23.9 ) 25.9 (12.6 ) 29.2 Other 1.3 15.3 1.9 14.7 Total adjustments to EBITDA (12.7 ) 57.2 16.2 70.7 Consolidated Adjusted EBITDA $ 263.7 $ 220.6 $ 502.6 $ 423.3 |
Earning from Equity Method Investments Included in Other Income and Expense, Net | Earnings from equity method investments included in non-operating income and expense for the periods presented were as follows: Three Months Ended June 30, Six Months Ended (in millions) 2019 2018 2019 2018 U.S. Markets $ 0.6 $ 0.6 $ 1.3 $ 1.3 International 2.7 2.3 5.8 3.9 Total $ 3.3 $ 2.9 $ 7.1 $ 5.2 |
Business Acquistion Callcredit
Business Acquistion Callcredit Acquisition (Details) - USD ($) $ in Millions | 6 Months Ended | |||
Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Jun. 19, 2018 | |
Assets | ||||
Goodwill(1) | $ 3,352.5 | $ 3,293.6 | ||
Callcredit [Member] | ||||
Callcredit Acquisition [Abstract] | ||||
Business Acquisition, Effective Date of Acquisition | Jun. 19, 2018 | |||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||
Business Acquisition, Name of Acquired Entity | Callcredit Information Group, Ltd. (“Callcredit”) | |||
Payments to Acquire Businesses, Gross | $ 1,408.2 | |||
Contingent consideration | $ 0 | |||
Business Acquisition, Description of Acquired Entity | Callcredit, founded in 2000, is a United Kingdom-based information solutions company that, like TransUnion, provides data, analytics and technology solutions to help businesses and consumers make informed decisions. | |||
Assets | ||||
Trade accounts receivable | $ 20.8 | |||
Property and equipment | 3.2 | |||
Goodwill(1) | 757.1 | |||
Identifiable intangible assets | 720.1 | |||
All other assets | 55 | |||
Assets of discontinued operations(2) | 57.1 | |||
Total assets acquired | 1,613.3 | |||
Liabilities and stockholders’ equity | ||||
All other liabilities | (185.5) | |||
Liabilities of discontinued operations(2) | (19.6) | |||
Net assets of the acquired company | 1,408.2 | |||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 0 | |||
Identifiable Amortizable Intangible Assets [Abstract] | ||||
Finite-lived Intangible Assets Acquired | $ 720.1 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 14 years 1 month 6 days | |||
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year | $ 51 | |||
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 51 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 51 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 51 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 51 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 51 | |||
finite-lived intangible assets, amortization expense, year six | 51 | |||
Finite-Lived Intangible Assets,Amortization Expense, Year Seven | 51 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Eight | 51 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Nine | 51 | |||
Finite-Lived Intangibles Assets, Amortization Expense, Year Ten | 51 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Eleven | 51 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Twelve | 51 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Thirteen | 51 | |||
Acquisition Costs [Abstract] | ||||
Business Acquisition, Transaction Costs | 20.4 | $ 19.9 | ||
Business Acquisition, Pro Forma Revenue | 1,188.2 | |||
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations, Net of Tax | $ 118.8 | |||
Callcredit [Member] | Database and credit files | ||||
Identifiable Amortizable Intangible Assets [Abstract] | ||||
Finite-Lived Intangible Asset, Useful Life | 15 years | |||
Finite-lived Intangible Assets Acquired | $ 502 | |||
Callcredit [Member] | Customer relationships | ||||
Identifiable Amortizable Intangible Assets [Abstract] | ||||
Finite-Lived Intangible Asset, Useful Life | 15 years | |||
Finite-lived Intangible Assets Acquired | $ 155 | |||
Callcredit [Member] | Technology and software | ||||
Identifiable Amortizable Intangible Assets [Abstract] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||
Finite-lived Intangible Assets Acquired | $ 62.4 | |||
Callcredit [Member] | Trademarks | ||||
Identifiable Amortizable Intangible Assets [Abstract] | ||||
Finite-Lived Intangible Asset, Useful Life | 2 years | |||
Finite-lived Intangible Assets Acquired | $ 0.7 | |||
Acquisition-related Costs [Member] | Callcredit [Member] | ||||
Acquisition Costs [Abstract] | ||||
Business Acquisition, Transaction Costs | $ 18.2 | |||
Acquisition-related financing cost [Member] | Callcredit [Member] | ||||
Acquisition Costs [Abstract] | ||||
Business Acquisition, Transaction Costs | $ 9.4 |
Financial Instruments Measured
Financial Instruments Measured At Fair Value, on Recurring Basis (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Liabilities, Fair Value Disclosure [Abstract] | |||||
Interest rate swaps | $ (48,900,000) | $ (48,900,000) | $ (10,700,000) | ||
Investments, Fair Value Disclosure [Abstract] | |||||
Trading Securities, Change in Unrealized Holding Gain (Loss) | 0 | $ 0 | 0 | $ 0 | |
Trading Securities, Realized Gain (Loss) | 0 | 0 | 0 | 0 | |
Level 2 | |||||
Investments, Fair Value Disclosure [Abstract] | |||||
Other than Temporary Impairment Losses, Investments | 0 | 0 | 0 | 0 | |
Other Comprehensive Income (Loss), Securities, Available-for-sale, Adjustment, before Tax | 0 | 0 | 0 | 0 | |
Available-for-sale Securities, Gross Realized Gain (Loss) | $ 0 | $ 0 | $ 0 | $ 0 | |
Level 2 | Minimum [Member] | |||||
Investments, Fair Value Disclosure [Abstract] | |||||
Debt Securities, Available-for-sale, Maturity Date | Jan. 1, 2027 | Jan. 1, 2027 | |||
Level 2 | Maximum [Member] | |||||
Investments, Fair Value Disclosure [Abstract] | |||||
Debt Securities, Available-for-sale, Maturity Date | Dec. 31, 2033 | Dec. 31, 2033 | |||
Level 3 | |||||
Contingent Consideration [Abstract] | |||||
Contingent Consideration, Maximum Payout | $ 11,300,000 | $ 11,300,000 | |||
Recorded Purchase Obligation, Date | Dec. 31, 2019 | ||||
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings | (900,000) | $ 0 | |||
Fair Value, Recurring | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt Securities, Trading, and Equity Securities, FV-NI | 12,000,000 | 12,000,000 | |||
Assets, Fair Value Disclosure [Abstract] | |||||
Interest rate caps | 2,200,000 | 2,200,000 | |||
Available-for-sale debt securities | 3,000,000 | 3,000,000 | |||
Total | 17,200,000 | 17,200,000 | |||
Liabilities, Fair Value Disclosure [Abstract] | |||||
Interest rate swaps | (48,900,000) | (48,900,000) | |||
Contingent consideration | (7,600,000) | (7,600,000) | |||
Total | 56,500,000 | 56,500,000 | |||
Fair Value, Recurring | Level 1 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt Securities, Trading, and Equity Securities, FV-NI | 9,700,000 | 9,700,000 | |||
Assets, Fair Value Disclosure [Abstract] | |||||
Interest rate caps | 0 | 0 | |||
Available-for-sale debt securities | 0 | 0 | |||
Total | 9,700,000 | 9,700,000 | |||
Liabilities, Fair Value Disclosure [Abstract] | |||||
Interest rate swaps | 0 | 0 | |||
Contingent consideration | 0 | 0 | |||
Total | 0 | 0 | |||
Fair Value, Recurring | Level 2 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt Securities, Trading, and Equity Securities, FV-NI | 2,300,000 | 2,300,000 | |||
Assets, Fair Value Disclosure [Abstract] | |||||
Interest rate caps | 2,200,000 | 2,200,000 | |||
Available-for-sale debt securities | 3,000,000 | 3,000,000 | |||
Total | 7,500,000 | 7,500,000 | |||
Liabilities, Fair Value Disclosure [Abstract] | |||||
Interest rate swaps | (48,900,000) | (48,900,000) | |||
Contingent consideration | 0 | 0 | |||
Total | 48,900,000 | 48,900,000 | |||
Fair Value, Recurring | Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt Securities, Trading, and Equity Securities, FV-NI | 0 | 0 | |||
Assets, Fair Value Disclosure [Abstract] | |||||
Interest rate caps | 0 | 0 | |||
Available-for-sale debt securities | 0 | 0 | |||
Total | 0 | 0 | |||
Liabilities, Fair Value Disclosure [Abstract] | |||||
Interest rate swaps | 0 | 0 | |||
Contingent consideration | (7,600,000) | (7,600,000) | |||
Total | $ 7,600,000 | $ 7,600,000 |
Business Acquistion Other Acqui
Business Acquistion Other Acquisitions (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||
Goodwill | $ 3,352.5 | $ 3,293.6 |
iovation [Member] | ||
Business Acquisition [Line Items] | ||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |
Business Acquisition, Name of Acquired Entity | iovation, Inc. (“iovation”) | |
Business Acquisition, Description of Acquired Entity | iovation is a provider of advanced device identity and consumer authentication services that helps businesses and consumers safely transact in a digital world. | |
Healthcare Payment Specialists (HPS) [Member] | ||
Business Acquisition [Line Items] | ||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |
Business Acquisition, Name of Acquired Entity | Healthcare Payment Specialists, LLC (“HPS”). | |
Business Acquisition, Description of Acquired Entity | HPS provides expertise and technology solutions to help medical care providers maximize Medicare reimbursements. | |
Rubixis [Member] | ||
Business Acquisition [Line Items] | ||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |
Business Acquisition, Name of Acquired Entity | Rubixis, Inc (“Rubixis”) | |
Business Acquisition, Description of Acquired Entity | Rubixis is an innovative healthcare revenue cycle solutions company that helps providers maximize reimbursement from insurance payers | |
TruSignal [Member] | ||
Business Acquisition [Line Items] | ||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |
Business Acquisition, Name of Acquired Entity | TruSignal, Inc. (“TruSignal”) | |
Business Acquisition, Description of Acquired Entity | TruSignal is an innovative leader in people-based marketing technology for Fortune 500 brands, agencies, platforms, publishers and data owners | |
iovation and Healthcare Payment Specialists Combined [Member] | ||
Business Acquisition [Line Items] | ||
Goodwill | $ 230.2 | |
Identifiable intangible assets | $ 208.5 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years 7 months 6 days | |
Amortization of Intangible Assets | $ 19.7 |
Other Current Assets (Detail)
Other Current Assets (Detail) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 89.5 | $ 77.1 |
Other investments | 43.9 | 23.6 |
Income taxes receivable | 14.8 | 14.3 |
Other receivable | 17.9 | 5.5 |
Marketable securities | 3 | 2.9 |
Contract assets | 2 | 1 |
Deferred financing fees | 0.6 | 0.6 |
Other | 14 | 11.5 |
Total other current assets | $ 185.7 | $ 136.5 |
Other Assets (Detail)
Other Assets (Detail) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Other assets | ||
Investments in nonconsolidated affiliates | $ 128.9 | $ 81.9 |
Right-of-use lease assets | 76.6 | 0 |
Marketable securities | 12 | 12.4 |
Other investments | 4.7 | 12.4 |
Deposits | 4.2 | 3.8 |
Notes receivable from affiliated companies | 4 | 1 |
Interest rate caps | 2.2 | 16.5 |
Deferred financing fees | 1.3 | 1.6 |
Other | 6.8 | 6.7 |
Total other assets | $ 240.7 | $ 136.3 |
Investments in Affiliated Com_3
Investments in Affiliated Companies (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Investments in and Advances to Affiliates [Line Items] | |||||
Unrealized Gain on Securities | $ 31.2 | ||||
Unrealized Loss on Securities | 8.6 | ||||
Dividends or Distributions Nonmarketable Equity Securities | $ 0.7 | $ 0.7 | 0.7 | $ 0.7 | |
Unrealized Gain (Loss) on Securities | $ 0 | ||||
Equity method investments | 43.7 | 43.7 | $ 44 | ||
Cost method Investments | 85.2 | 85.2 | 37.9 | ||
Total investments in affiliated companies | $ 128.9 | $ 128.9 | $ 81.9 |
Earnings and Dividends from Inv
Earnings and Dividends from Investment (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ||||
Earnings from equity method investments | $ 3.3 | $ 2.9 | $ 7.1 | $ 5.2 |
Dividends received from equity method investments | 8 | 4.3 | 8.5 | 5 |
Dividends or Distributions Nonmarketable Equity Securities | $ 0.7 | $ 0.7 | $ 0.7 | $ 0.7 |
Other Current Liabilities (Deta
Other Current Liabilities (Detail) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Other Liabilities Disclosure [Abstract] | ||
Deferred revenue | $ 93.5 | $ 73.1 |
Accrued payroll | 75.3 | 102.5 |
Accrued legal and regulatory | 36.5 | 33.2 |
Income taxes payable | 24.9 | 17 |
Accrued employee benefits | 23.9 | 35.1 |
Operating lease liabilities | 19.2 | 0 |
Accrued interest | 4 | 2.5 |
Contingent consideration | 7.6 | 1.2 |
Other | 25.7 | 19.5 |
Total other current liabilities | $ 310.6 | $ 284.1 |
Other Liabilities (Details)
Other Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Other Liabilities Disclosure [Abstract] | ||
Operating lease liabilities | $ 63.4 | $ 0 |
Interest rate swap | 48.9 | 10.7 |
Unrecognized tax benefits | 19.8 | 19.6 |
Retirement benefits | 12.7 | 10.2 |
Income tax payable | 1.9 | 5 |
Deferred revenue | 2.9 | 0.9 |
Contingent consideration | 0 | 0.1 |
Other | 0.7 | 8.2 |
Total other liabilities | $ 150.3 | $ 54.7 |
Debt outstanding (Detail)
Debt outstanding (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |||
Debt outstanding | Debt outstanding consisted of the following: (in millions) June 30, December 31, 2018 Senior Secured Term Loan B-3, payable in quarterly installments through April 9, 2023, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (4.40% at June 30, 2019, and 4.52% at December 31, 2018), net of original issue discount and deferred financing fees of $4.0 million and $3.7 million, respectively, at June 30, 2019, and original issue discount and deferred financing fees of $5.0 million and $4.6 million, respectively, at December 31, 2018 $ 1,783.9 $ 1,892.0 Senior Secured Term Loan A-2, payable in quarterly installments through August 9, 2022, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (4.15% at June 30, 2019, and 4.27% at December 31, 2018), net of original issue discount and deferred financing fees of $2.4 million and $3.1 million, respectively, at June 30, 2019, and original issue discount and deferred financing fees of $2.8 million and $3.6 million, respectively, at December 31, 2018 1,151.9 1,166.0 Senior Secured Term Loan B-4, payable in quarterly installments through June 19, 2025, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (4.40% at June 30, 2019, and 4.52% at December 31, 2018), net of original issue discount and deferred financing fees of $2.2 million and $9.9 million, respectively, at June 30, 2019, and original issue discount and deferred financing fees of $2.3 million and $10.7 million, respectively, at December 31, 2018 977.9 982.0 Senior Secured Revolving Line of Credit — — Other notes payable 3.6 7.3 Finance leases 0.6 0.8 Total debt 3,917.9 4,048.1 Less short-term debt and current portion of long-term debt (86.4 ) (71.7 ) Total long-term debt $ 3,831.5 $ 3,976.4 | ||
Debt Instrument [Line Items] | |||
Payment for Debt Extinguishment or Debt Prepayment Cost | $ 100 | ||
Document Period End Date | Jun. 30, 2019 | ||
Debt outstanding | 3,917.9 | $ 3,917.9 | $ 4,048.1 |
Less short-term debt and current portion of long-term debt | (86.4) | (86.4) | (71.7) |
Total long-term debt | 3,831.5 | 3,831.5 | 3,976.4 |
Debt Issuance Costs, Noncurrent, Net | 1.3 | 1.3 | 1.6 |
Senior Secured Term Loan B-3 [Member] | |||
Debt Instrument [Line Items] | |||
Debt outstanding | $ 1,783.9 | $ 1,783.9 | $ 1,892 |
Debt Instrument, Maturity Date | Apr. 9, 2023 | ||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 4.40% | 4.40% | 4.52% |
Debt Instrument, Unamortized Discount (Premium), Net | $ 4 | $ 4 | $ 5 |
Debt Issuance Costs, Noncurrent, Net | 3.7 | 3.7 | 4.6 |
Debt Instrument, Fair Value Disclosure | 1,791.6 | 1,791.6 | |
Senior Secured Term Loan A-2 [Member] | |||
Debt Instrument [Line Items] | |||
Debt outstanding | $ 1,151.9 | $ 1,151.9 | $ 1,166 |
Debt Instrument, Maturity Date | Aug. 9, 2022 | ||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 4.15% | 4.15% | 4.27% |
Debt Instrument, Unamortized Discount (Premium), Net | $ 2.4 | $ 2.4 | $ 2.8 |
Debt Issuance Costs, Noncurrent, Net | 3.1 | 3.1 | 3.6 |
Debt Instrument, Fair Value Disclosure | 1,151.9 | 1,151.9 | |
Senior Secured Term Loan B-4 [Member] [Member] | |||
Debt Instrument [Line Items] | |||
Debt outstanding | $ 977.9 | $ 977.9 | $ 982 |
Debt Instrument, Maturity Date | Jun. 19, 2025 | ||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 4.40% | 4.40% | 4.52% |
Debt Instrument, Unamortized Discount (Premium), Net | $ 2.2 | $ 2.2 | $ 2.3 |
Debt Issuance Costs, Noncurrent, Net | 9.9 | 9.9 | 10.7 |
Debt Instrument, Fair Value Disclosure | 990 | 990 | |
Senior Secured Revolving Line of Credit | |||
Debt Instrument [Line Items] | |||
Debt outstanding | 0 | 0 | 0 |
Other notes payable | |||
Debt Instrument [Line Items] | |||
Debt outstanding | 3.6 | 3.6 | 7.3 |
Finance leases | |||
Debt Instrument [Line Items] | |||
Debt outstanding | $ 0.6 | $ 0.6 | $ 0.8 |
Debt Schedule of Debt Maturitie
Debt Schedule of Debt Maturities (Details) $ in Millions | Jun. 30, 2019USD ($) |
Debt Instrument [Line Items] | |
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | $ 37.7 |
Long-term Debt, Maturities, Repayments of Principal in Year Two | 93.7 |
Long-term Debt, Maturities, Repayments of Principal in Year Three | 89.9 |
Long-term Debt, Maturities, Repayments of Principal in Year Four | 1,044.9 |
Long-term Debt, Maturities, Repayments of Principal in Year Five | 1,732.1 |
Long-term Debt, Maturities, Repayments of Principal after Year Five | 945 |
Debt Instrument, Unamortized Discount | (25.4) |
Long-term Debt | $ 3,917.9 |
Senior Secured Credit Facility
Senior Secured Credit Facility (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2016 | |
Senior Secured Credit Facility | |||||
Repayments of Lines of Credit | $ 0 | $ 135 | |||
Debt and Lease Obligation [Abstract] | |||||
Letters of Credit Outstanding, Amount | $ 0.1 | 0.1 | |||
Amortization of Debt Discount (Premium) | 0.9 | ||||
Incremental Borrowings, Amount | $ 675 | $ 675 | |||
Incremental Borrowings Criteria, Percentage of Consolidated EBITDA | 100.00% | 100.00% | |||
Incremental Borrowings Criteria, Senior Secured Leverage ratio | 4.25 | 4.25 | |||
Net Leverage Ratio Requirement | 5.5 | 5.5 | |||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax | $ 23.5 | $ (3.2) | $ 36.4 | (10.6) | |
Hedge instruments Net change on interest rate cap | $ 7.1 | (4.2) | $ 11.7 | (14.1) | |
Net Leverage Ratio Requirement, Dividends | 4.75 | 4.75 | |||
Interest Rate Swap [Member] | |||||
Debt and Lease Obligation [Abstract] | |||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax | $ 18.2 | $ 28.6 | |||
Interest Expense, Hedge, gross of tax | 0.6 | 1.2 | |||
Derivative, Notional Amount | 1,440 | 1,440 | |||
Hedge instruments Net change on interest rate cap | 24.3 | 38.1 | |||
Interest Expense, Hedge, net of tax | $ 0.5 | 0.9 | |||
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | $ (11.7) | ||||
Interest Rate Cap [Member] | |||||
Debt and Lease Obligation [Abstract] | |||||
Derivative, Cap Interest Rate | 0.75% | 0.75% | 0.75% | ||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax | $ 5.3 | 3.2 | $ (8.8) | 10.6 | |
Derivative, Notional Amount | 1,436 | 1,436 | |||
Hedge instruments Net change on interest rate cap | 7.1 | 4.3 | (11.7) | 14.2 | |
Derivative Instruments, Gain Reclassified from Accumulated OCI into Income, Effective Portion | (1.3) | (0.5) | (3) | (0.3) | |
Interest Income, Hedge, net of tax | $ 1 | 0.4 | 2.2 | $ 0.2 | |
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | $ 4.9 | ||||
Interest Rate Cap [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt and Lease Obligation [Abstract] | |||||
Debt Instrument, Description of Variable Rate Basis | LIBOR | ||||
Interest Rate Cap [Member] | Minimum [Member] | |||||
Debt and Lease Obligation [Abstract] | |||||
Derivative, Fixed Interest Rate | 0.98% | 0.98% | |||
Interest Rate Cap [Member] | Maximum [Member] | |||||
Debt and Lease Obligation [Abstract] | |||||
Derivative, Fixed Interest Rate | 0.994% | 0.994% | |||
Senior Loans [Member] | |||||
Debt and Lease Obligation [Abstract] | |||||
Debt Instrument, Description of Variable Rate Basis | LIBOR | ||||
Senior Secured Term Loan B-3 [Member] | |||||
Debt and Lease Obligation [Abstract] | |||||
Debt Instrument, Fair Value Disclosure | $ 1,791.6 | $ 1,791.6 | |||
Senior Secured Term Loan A-2 [Member] | |||||
Senior Secured Credit Facility | |||||
Proceeds from Issuance of Debt | 800 | ||||
Debt and Lease Obligation [Abstract] | |||||
Debt Instrument, Fair Value Disclosure | 1,151.9 | 1,151.9 | |||
Senior Secured Term Loan B-4 [Member] [Member] | |||||
Senior Secured Credit Facility | |||||
Proceeds from Issuance of Debt | 400 | ||||
Debt and Lease Obligation [Abstract] | |||||
Proceeds from Issuance of Senior Long-term Debt | $ 600 | ||||
Debt Instrument, Fair Value Disclosure | 990 | 990 | |||
Senior Secured Revolving Line of Credit | |||||
Debt and Lease Obligation [Abstract] | |||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 299.9 | $ 299.9 | |||
Minimum 1 [Member] | Interest Rate Swap [Member] | |||||
Debt and Lease Obligation [Abstract] | |||||
Derivative, Fixed Interest Rate | 2.647% | 2.647% | |||
Maximum 1 [Member] | Interest Rate Swap [Member] | |||||
Debt and Lease Obligation [Abstract] | |||||
Derivative, Fixed Interest Rate | 2.706% | 2.706% |
Leases Details (Details)
Leases Details (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Schedule of Leased Assets [Line Items] | ||||
Operating Lease, Weighted Average Remaining Lease Term | 5 years 7 months 6 days | 5 years 7 months 6 days | ||
Operating Lease, Weighted Average Discount Rate, Percent | 5.70% | 5.70% | ||
Operating Lease, Cost | $ 6.9 | $ 6.1 | $ 14.2 | $ 11.6 |
Operating Lease, Payments | 7.2 | $ 6.5 | 15 | $ 11.5 |
Leases Maturity Schedule [Abstract] | ||||
Lessee, Operating Lease, Liability, Payments, Remainder of Fiscal Year | 10.8 | 10.8 | ||
Finance Lease, Liability, Payments, Remainder of Fiscal Year | 0.3 | 0.3 | ||
Contractual Obligation, Future Minimum Payments Due, Remainder of Fiscal Year | 11.1 | 11.1 | ||
Lessee, Operating Lease, Liability, Payments, Due Year Two | 22.6 | 22.6 | ||
Finance Lease, Liability, Payments, Due Year Two | 0.3 | 0.3 | ||
Contractual Obligation, Due in Second Year | 22.9 | 22.9 | ||
Lessee, Operating Lease, Liability, Payments, Due Year Three | 18.8 | 18.8 | ||
Finance Lease, Liability, Payments, Due Year Three | 0.1 | 0.1 | ||
Contractual Obligation, Due in Third Year | 18.9 | 18.9 | ||
Lessee, Operating Lease, Liability, Payments, Due Year Four | 11.8 | 11.8 | ||
Finance Lease, Liability, Payments, Due Year Four | 0 | 0 | ||
Contractual Obligation, Due in Fourth Year | 11.8 | 11.8 | ||
Lessee, Operating Lease, Liability, Payments, Due Year Five | 9.7 | 9.7 | ||
Finance Lease, Liability, Payments, Due Year Five | 0 | 0 | ||
Contractual Obligation, Due in Fifth Year | 9.7 | 9.7 | ||
Lessee, Operating Lease, Liability, Payments, Due after Year Five | 23.5 | 23.5 | ||
Finance Lease, Liability, Payments, Due after Year Five | 0 | 0 | ||
Contractual Obligation, Due after Fifth Year | 23.5 | 23.5 | ||
Imputed interest, operating lease | 14.6 | 14.6 | ||
imputed interest, finance leases | 0.1 | 0.1 | ||
Lessee, Lease, Liability, Undiscounted Excess Amount | 14.7 | 14.7 | ||
Operating Lease, Liability | 82.6 | 82.6 | ||
Finance Lease, Liability | 0.6 | 0.6 | ||
Contractual Obligation | $ 83.2 | $ 83.2 | ||
Maximum [Member] | ||||
Schedule of Leased Assets [Line Items] | ||||
Lessee, Operating Lease, Term of Contract | 13 years 3 months 18 days | 13 years 3 months 18 days |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | |
Dividends, Common Stock [Abstract] | ||||
Dividends Payable, Date Declared | May 9, 2019 | Feb. 21, 2019 | ||
Dividends Payable, Amount Per Share | $ 0.075 | $ 0.075 | ||
Dividends Payable, Date of Record | May 23, 2019 | Mar. 7, 2019 | ||
Dividends Payable, Date to be Paid | Jun. 7, 2019 | Mar. 22, 2019 | ||
Payment, Tax Withholding, Share-based Payment Arrangement | $ 36.8 | $ 36.9 | $ 0.5 | |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||||
Preferred Stock, Shares Authorized | 100 | 100 | ||
Preferred Stock, Shares Issued | 0 | 0 | ||
Preferred Stock, Shares Outstanding | 0 | 0 | ||
Dividend Declared [Member] | ||||
Dividends, Common Stock [Abstract] | ||||
Dividends, Common Stock, Cash | $ 14.3 | 14.3 | ||
Dividend Paid [Member] | ||||
Dividends, Common Stock [Abstract] | ||||
Dividends, Common Stock, Cash | $ 14.1 | 14 | ||
Restricted Stock Units (RSUs) [Member] | ||||
Dividends, Common Stock [Abstract] | ||||
Dividends Paid, Share-based compensation, Cash | 0.4 | |||
Decrease (increase) in Accrued Dividend Equivalents | $ 0.1 | |||
Vesting of restricted stock units | 1.6 | |||
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation | 0.6 | |||
Stock, Shares Issued Net of Shares for Tax Withholdings | 1 |
Revenue (Details)
Revenue (Details) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Revenue, Performance Obligation [Abstract] | |
Number of Types of Performance Obligations | 2 |
Contract with Customer, Refund Liability | $ 0 |
Stand Ready Performance Obligations [Member] | |
Revenue, Performance Obligation [Abstract] | |
Revenue, Performance Obligation, Description of Good or Service | those that require us to stand ready to provide goods and services to a customer to use as and when requested (“Stand Ready Performance Obligations”) |
Other Performance Obligations [Member] | |
Revenue, Performance Obligation [Abstract] | |
Revenue, Performance Obligation, Description of Good or Service | those that do not require us to stand ready (“Other Performance Obligations”) |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 0 | 0.1 | 0 |
Net Income | ||||
Income from continuing operations | $ 107 | $ 57.3 | $ 181.9 | $ 132.6 |
Less: net income attributable to the noncontrolling interests | (2.5) | (2.3) | (4.9) | (4.5) |
Income from continuing operations attributable to TransUnion | 104.5 | 55 | 177 | 128.2 |
Discontinued operations, net of tax | (3) | 0 | (4.6) | 0 |
Net income attributable to TransUnion | $ 101.5 | $ 55 | $ 172.4 | $ 128.1 |
Basic earnings per common share from: | ||||
Income from continuing operations attributable to TransUnion common stockholders, Basic | $ 0.56 | $ 0.30 | $ 0.95 | $ 0.70 |
Discontinued operations, net of tax, Basic | (0.02) | 0 | (0.02) | 0 |
Net Income attributable to TransUnion common stockholders, Basic | 0.54 | 0.30 | 0.92 | 0.70 |
Diluted earnings per common share from: | ||||
Income from continuing operations attributable to TransUnion common stockholders, Diluted | 0.55 | 0.29 | 0.93 | 0.67 |
Discontinued operations, net of tax, Diluted | (0.02) | 0 | (0.02) | 0 |
Net Income attributable to TransUnion common stockholders, Diluted | $ 0.53 | $ 0.29 | $ 0.90 | $ 0.67 |
Weighted Average Number of Shares Outstanding, Basic | 187.5 | 184.3 | 187.1 | 184 |
Weighted Average Number of Shares Outstanding, Diluted | 191.3 | 190.8 | 191.2 | 190.5 |
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | $ 0 | $ 0 | ||
Performance Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 1.1 | 0.1 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Income Tax Examination [Line Items] | |||||
Effective tax benefit rate | 26.90% | 21.70% | 18.00% | 24.70% | |
U.S. federal statutory rate | 21.00% | 21.00% | 21.00% | 21.00% | |
Unrecognized tax benefits | $ 19.8 | $ 19.8 | $ 19.6 | ||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 13.1 | 13.1 | 12.3 | ||
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | 0 | 0 | $ 0 | ||
State Jurisdiction [Member] | |||||
Income Tax Examination [Line Items] | |||||
Other Tax Expense (Benefit) | (4.9) | (7) | |||
Foreign Tax Authority [Member] | |||||
Income Tax Examination [Line Items] | |||||
Other Tax Expense (Benefit) | (7.8) | (12.1) | |||
Other Discrete Tax Items [Domain] | |||||
Income Tax Examination [Line Items] | |||||
Other Tax Expense (Benefit) | (2.2) | (1.5) | |||
Excess tax benefit [Member] | |||||
Income Tax Examination [Line Items] | |||||
Other Tax Expense (Benefit) | $ 6.3 | $ 9.8 | $ 27.3 | $ 18.1 | |
Tax expense related to the impact of the Act, foreign rate differential, and unrecognized tax benefits [Member] | |||||
Income Tax Examination [Line Items] | |||||
Other Tax Expense (Benefit) | $ (10.3) | $ (24.6) |
Selected Financial Information
Selected Financial Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 661.9 | $ 563.1 | $ 1,281.2 | $ 1,100.5 |
Adjusted EBITDA | 263.7 | 220.6 | 502.6 | 423.3 |
EBITDA [Abstract] | ||||
Net Income (Loss) Attributable to Parent | 101.5 | 55 | 172.4 | 128.1 |
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | 3 | 0 | 4.6 | 0 |
Income from continuing operations attributable to common stockholders | 104.5 | 55 | 177 | 128.2 |
Interest Expense | 43.4 | 24.5 | 86.9 | 46.4 |
EBITDA Add back: (Provision) benefit for income taxes | 39.4 | 15.8 | 39.9 | 43.5 |
EBITTDA Add back: Depreciation Expense | 89.2 | 68 | 182.7 | 134.6 |
EBITDA | 276.4 | 163.4 | 486.5 | 352.6 |
Adjustments to EBITDA: Acquisition-related revenue adjustments | 1.7 | 0 | 5.9 | 0 |
Adjustments to EBITDA: Stock-based compensation | 8.2 | 16 | 20.9 | 26.9 |
Mergers and acquisitions, divestitures and business optimization | (23.9) | 25.9 | (12.6) | 29.2 |
Other - Adjustments to EBITDA | 1.3 | 15.3 | 1.9 | 14.7 |
Adjustments to EBITDA | (12.7) | 57.2 | 16.2 | 70.7 |
Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (18.6) | (19) | (37.5) | (37.8) |
U.S. Markets | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 405.9 | 358.2 | 774.7 | 700.5 |
Adjusted EBITDA | 175.4 | 147.9 | 317.5 | 281.2 |
U.S. Markets | Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (17.2) | (17.5) | (34.7) | (34.9) |
U.S. Markets | Financial Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 213 | 192.6 | 402.1 | 375.2 |
U.S. Markets | Emerging Verticals [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 192.9 | 165.6 | 372.6 | 325.3 |
International | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 151.1 | 106.3 | 297.1 | 202.3 |
Adjusted EBITDA | 59.6 | 41.2 | 124.5 | 74.3 |
International | Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (1.3) | (1.4) | (2.5) | (2.6) |
International | Canada | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 25.4 | 24.2 | 48.4 | 45.9 |
International | Latin America | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 26.2 | 25.8 | 51.5 | 51 |
International | United Kingdom | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 46.6 | 7.7 | 88.8 | 7.7 |
International | Africa | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 14 | 15.6 | 29 | 32.6 |
International | India | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 24.9 | 18.9 | 52.6 | 39.1 |
International | Asia Pacific | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 14 | 14.1 | 26.8 | 26 |
Consumer Interactive | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 123.6 | 117.6 | 246.9 | 235.5 |
Adjusted EBITDA | 59.1 | 58 | 119.3 | 114.9 |
Consumer Interactive | Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (0.2) | (0.2) | (0.4) | (0.3) |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | (30.4) | (26.4) | (58.7) | (47.1) |
Reportable Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 680.5 | $ 582.1 | $ 1,318.7 | $ 1,138.2 |
Reportable Segments Earnings fr
Reportable Segments Earnings from Equity Method Investments Included in Non-Operating Income and Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Earnings from equity method investments | $ 3.3 | $ 2.9 | $ 7.1 | $ 5.2 |
U.S. Markets | ||||
Segment Reporting Information [Line Items] | ||||
Earnings from equity method investments | 0.6 | 0.6 | 1.3 | 1.3 |
International | ||||
Segment Reporting Information [Line Items] | ||||
Earnings from equity method investments | $ 2.7 | $ 2.3 | $ 5.8 | $ 3.9 |
Reportable Segments - Additiona
Reportable Segments - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2019Segmentsegment | |
Segment Reporting Information [Line Items] | |
Number of Reportable Segments | Segment | 3 |
Number of Corporate Units | segment | 1 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) $ in Millions | Jul. 12, 2019 | Jun. 30, 2019 |
Subsequent Event [Line Items] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 56.25% | |
Other Nonoperating Gains (Losses) | $ 17.8 |